Common use of Pledge Clause in Contracts

Pledge. Notwithstanding anything to the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the contrary contained hereinbenefit of itself and the Purchasers, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any first lien on and first priority perfected security interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is in (i) a Qualified Institutional Lenderall of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) a financial institution whose long-term unsecured debt is rated at least “A” (any other shares of Pledged Equity hereafter pledged or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee referred to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title be pledged to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title pursuant to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging HolderAgreement; (ii) to allow all “investment property” as such Pledgee a period term is defined in §9-102(a)(49) of ten the UCC (10as defined below) days to cure a default by the pledging Holder in with respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request thereforthereto; (iv) that any “security entitlement” as such term is defined in § 8-102(a)(17) of the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously UCC with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holderrespect thereto; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory all books and records relating to the Servicerforegoing; and (vi) thatall Accessions and Proceeds (as each is defined in the UCC) of the foregoing, upon written notice including, without limitation, all distributions (a “Redirection Notice”) cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to each non-pledging Holder subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, Pledged Collateral (as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holderdefined below), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing without affecting the obligations of the pledging Holder hereunder accruing Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from and after such Transfer consolidation or merger (i.e., realization upon the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgee) Pledgor and agree irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be bound by the terms and provisions of this Agreementlisted on Exhibit A hereto. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (maintain possession and custody of the Servicer, as applicable) in writing that its interest in certificates representing the pledged Note has terminatedPledged Interests and any additional Pledged Collateral.

Pledge. Notwithstanding anything As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the contrary contained hereincollateral described in Schedule A hereto, a Holder may pledgetogether with the proceeds thereof and all cash, transfer, collaterally assign additional securities or other property at any time and from time to time receivable or otherwise encumber distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (a “Pledge”) its Note all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or hereafter pledged hereunder are hereinafter collectively called the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”"Pledged Securities"), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, furtherhowever, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title the proceeds thereof described above shall be limited to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each nonafter-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods tax proceeds received with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder Pledged Securities and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee Pledgor shall be entitled to receive receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any payments that the Servicer would otherwise be obligated to pay proceeds received with respect to the pledging Holder from time Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to time pursuant the terms, covenants and conditions herein set forth. Upon delivery to this Agreement Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder number of shares and the Servicer from any liability to the pledging Holder on account numbers of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holdercertificates theretofore and then pledged hereunder, as applicable, to have been delivered by a Pledgee. A Pledgee which schedule shall be permitted to exercise fully its rights attached hereto as Schedule A and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreementmade a part hereof. In such event, the Servicer Each schedule so delivered shall recognize such Pledgee (and supersede any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedprior schedule so delivered.

Pledge. Notwithstanding anything to As collateral security for the contrary contained hereinpayment and performance in full of the Obligations, a Holder may pledgePledgor hereby pledges, transferhypothecates, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder assigns, transfers, sets over and that is (i) a Qualified Institutional delivers unto Lender, (ii) and hereby grants to Lender a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s first lien security interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee)in, the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder collateral described in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously Schedule A, together with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunderproceeds thereof and all cash, but such Pledgee shall not be obligated to cure additional securities or other property at any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed time and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the Servicing Agreement. Any pledging Holder hereby unconditionally proceeds thereof, cash, dividends, additional securities and absolutely releases each non-pledging Holder other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and the Servicer from any liability preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the pledging Holder on account terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Servicer’s Obligations and shall not encumber or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to otherwise dispose of such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), Pledged Securities except in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (schedule showing the number of shares and the Servicer) unless numbers of the certificates theretofore and until such Pledgee then pledged hereunder, which schedule shall have notified such non-pledging Holder (be attached hereto as Schedule A and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedmade a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. Notwithstanding anything As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the contrary contained hereinCollateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a Holder may pledgesecurity interest in all of such Pledgor’s right, transfertitle and interest in, collaterally assign or otherwise encumber to and under (a a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “PledgePledged Stock”); provided, that the Pledged Stock shall not include any Excluded Securities; (b)(i) its Note or any interest therein the debt obligations currently issued to any entity Pledgor (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lenderdebt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) a financial institution whose long-term unsecured any debt is rated at least “A” (or securities in the equivalent) or better by each Rating Agency or future issued to such Pledgor and (iii) a Qualified Conduit Lender the promissory notes and any other instruments, if any, evidencing such debt securities (each such entitycollectively, a the “PledgeePledged Debt Securities”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, furtherthat the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, that a Pledgee all payments of a Note B that is not a Qualified Institutional Lender may not take title principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; providedconversion of, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth and all other Proceeds received in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee)respect of, the Servicer shall agree: securities referred to in clauses (ia) and (b) above; (d) subject to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge Section 2.06, all rights and which notice shall be given simultaneously with the giving privileges of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Pledgor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the applicable credit agreement or repurchase agreementterms, as applicable, between the pledging Holder covenants and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. Notwithstanding anything The Pledgor hereby pledges to the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or Secured Parties all of the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s shares of beneficial interest in its Note the Tenant (the "PLEDGED SHARES") listed in EXHIBIT A attached hereto and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions other shares of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender beneficial interest in the Tenant in which the Pledgor may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder have rights from time to time pursuant to and any other securities or other investment property and other collateral of the Pledgor now owned or hereafter acquired which under this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability are required to be pledged to the pledging Holder on account Secured Parties, and in each case, all certificates representing such Pledged Shares or other investment property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of the Servicer’s Pledged Shares, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer other property from time to time acquired, receivable or any non-pledging Holderotherwise distributed in respect of, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment or in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such eventexchange for, the Servicer shall recognize such Pledgee foregoing, (the Pledged Shares and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure additional securities or similar sale held by such Pledgee or any transfer in lieu of foreclosurecollateral pledged hereunder, collectively, the "PLEDGED COLLATERAL"), and its successor and assigns, which are Qualified Institutional Lenders as the successor Pledgor hereby grants to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume Secured Parties a security interest in writing the obligations all of the pledging Holder hereunder accruing from Pledged Collateral and after such Transfer the proceeds thereof as security for the due and punctual payment and performance of the Secured Obligations (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreementas hereinafter defined). The rights of a Pledgee under this Section 17 shall remain effective as Pledgor has delivered to each non-pledging Holder (and deposited with the Servicer) unless Secured Parties any and until such Pledgee shall have notified such non-pledging Holder (all certificates or other instruments representing the Pledged Collateral and the Servicerundated trust share powers endorsed in blank, as applicable) in writing that its interest security for the payment and performance of all of the Secured Obligations. If in the pledged Note has terminatedfuture the Pledgor possesses or controls any other certificates or other instruments representing the Pledged Collateral, the Pledgor shall immediately and without notice deliver the same to the Secured Parties together with undated trust share powers endorsed in blank, as security for the payment and performance of all of the Secured Obligations.

Pledge. Notwithstanding anything to the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B B-1, Note B-2 or Note B-3 that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each the non-pledging Holder Holders and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each the non-pledging Holder Holders hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each the non-pledging Holder Holders and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each the non-pledging Holder Holders and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any the non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which assigns that are Qualified Institutional Lenders Lenders, as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything As security for the due and punctual payment of all amounts due and payable pursuant to the contrary contained hereinInducement Agreement and all other amounts payable by the Pledgor to the Pledgee hereunder or under any other contract, the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and grants to the Pledgee, its successors and assigns a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s security interest in its Note and is structured as a repurchase arrangementlien upon all of the Pledgor's right, title and interest in and to the Pledged Shares. Concurrently herewith, the Pledgor has delivered to the Pledgee the Pledged Shares issued in the name of the Pledgor, together with attached stock powers duly endorsed in blank. Said certificates and the Pledged Shares shall constitute a “Pledge” hereunder; provided all applicable be held and disposed of by the Pledgee in accordance with the terms and conditions of this Section 17 are complied with; provided, further, that a Agreement. The Pledgee of a Note B that is not a Qualified Institutional Lender may not take title hereby authorized with respect to the related Note after Pledged Shares, whether or not there has been any default in the Lead Note A Securitization Date without payment or the prior written consent performance of any obligation secured by the Pledged Shares, to indorse the Pledged Shares in the name of the Note A Holders; provided, further, that no Pledgee may take title Pledgor and cause any part or all of the Pledged Shares to a Note without satisfying be transferred of record into the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including Pledgee's name or the name and address of its nominee. During the term of the applicable Pledgee)pledge made hereunder, the Servicer shall agree: (i) to give the Pledgee written notice any additional shares of any default by the pledging Holder stock, rights, warrants, securities or other property issued or distributed upon or in respect of its obligations under this Agreement any of which default the Servicer has actual knowledge Pledged Shares, including any and which notice shall be given simultaneously with all such property issued or distributed as the giving result of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder any stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, exchanges or substitutions or other distribution, whether in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver liquidation or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicableotherwise, shall be effective against such immediately pledged, delivered, paid and set over by the Pledgor to the Pledgee without the written consent hereunder as additional collateral and shall constitute Pledged Shares for purposes of this Agreement. Pledgor's delivery of such Pledgeeadditional shares of stock, which consent shall not be unreasonably withheldrights, conditioned or delayed warrants, securities and which consent other property shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that constitute the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same delivery and pledge thereof to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything As security for the payment or performance, as the case may be, in full of its Obligations, each Pledgor hereby assigns and pledges to the contrary contained hereinCollateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a Holder may pledgesecurity interest in all of such Pledgor’s right, transfertitle and interest in, collaterally assign or otherwise encumber to and under (a “Pledge”a)(i) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to the debt obligations listed opposite the name of such Holder and that is (i) a Qualified Institutional LenderPledgor on Schedule II, (ii) a financial institution whose long-term unsecured any debt is rated at least “A” (or securities in the equivalent) or better by future issued to such Pledgor having, in the case of each Rating Agency or instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) a Qualified Conduit Lender the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (each such entity, a the “PledgeePledged Debt Securities”); (b) subject to Section 3.05 hereof, on terms all payments of principal or interest, dividends, cash, instruments and conditions set forth other property from time to time received, receivable or otherwise distributed in this Section 17respect of, it being further agreed that a financing provided by a Pledgee to such pledging Holder in exchange for or any person that Controls such Holder that is secured by such Holder’s interest upon the conversion of, and all other proceeds received in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee)respect of, the Servicer shall agree: securities referred to in clause (ia) above; (c) subject to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge Section 3.05 hereof, all rights and which notice shall be given simultaneously with the giving privileges of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Pledgor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant in clauses (a) and (b) above; and (d) all proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD, to the applicable credit agreement extent consistent with the terms of the Intercreditor Agreement, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or repurchase agreementincidental thereto, as applicableunto the Collateral Agent, between its successors and permitted assigns, for the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by ratable benefit of the pledging Holder)Secured Parties, and until such Redirection Notice is withdrawn or rescinded by such Pledgeeforever; subject, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay however, to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally terms, covenants and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. Notwithstanding anything (a) In order to assure the due performance by the Pledgor of the Secured Obligations and in order to secure the payment of all amounts due and owing by the Pledgor in connection therewith (whether of principal, interest or other amounts), the Pledgor hereby grants and pledges to the contrary contained hereinPledgee, a Holder may pledgeall of the Pledgor's right, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any title and interest therein in and to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lenderall of the Pledgor's right, title and interest in and to (x) the Xxxx of Sale, (iiy) a financial institution whose long-term unsecured debt is rated at least “A” Clauses 12, 13 and 17 of the Purchase Agreement (or the equivalent"Pledged Rights") or better by each Rating Agency or and (iiiz) a Qualified Conduit Lender the Consent and Guaranty (each insofar as such entity, a “Pledgee”Consent and Guaranty relates to the Pledged Rights), on terms as and conditions set forth to the extent that the same relates to the Aircraft, except to the extent reserved below, including, without limitation, in this Section 17, it being further agreed that a financing provided by a such pledge to Pledgee to (A) all claims for damages in respect of such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured Aircraft arising as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice result of any default by AVSA under Clause 12, 13 or 17 of the pledging Holder Purchase Agreement, including, without limitation, all warranty, service life policy and indemnity provisions contained in Clause 12 of the Purchase Agreement in respect of its obligations the Aircraft and all claims thereunder and under this Agreement of which default the Servicer has actual knowledge Consent and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder Guaranty in respect of its obligations the Aircraft and (B) any and all rights of Pledgor to each non-pledging Holder hereundercompel performance of the terms of Clause 12, but such Pledgee shall not be obligated to cure any such default13 and 17 of the Purchase Agreement and the Consent and Guaranty in respect of the Aircraft; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant reserving to the terms hereof Pledgor, however, all Pledgor's rights and interests in and to Clauses 12, 13 and 17 of the Purchase Agreement and the Consent and Guaranty as and to the extent that Clause 12, 13 or 17 of the Servicing Agreement, as applicable, shall be effective against such Pledgee without Purchase Agreement and the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed Consent and which consent shall be deemed Guaranty relate to be given if Pledgee shall fail aircraft other than the Aircraft and to respond the extent that the Purchase Agreement and the Consent and Guaranty relate to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same other matters not directly pertaining to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedAircraft.

Pledge. Notwithstanding anything to the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B B-1, Note B-2 or Note B-3 that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A HoldersHolder; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each the non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each the non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each the non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any the non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which assigns that are Qualified Institutional Lenders Lenders, as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each the non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything A. Pledgor hereby pledges, assigns, hypothecates, delivers and grants to Pledgee, for the contrary contained hereinbenefit of itself and Buyer, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any first lien on and first priority perfected security interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is in (i) a Qualified Institutional Lenderall of the Capital Stock or other equity interests of the Pledge Entities now owned or hereafter acquired by Pledgor (collectively, the “Pledged Shares”), (ii) a financial institution whose long-term unsecured debt is rated at least “A” (all other property hereafter delivered to, or in the equivalent) possession or better by each Rating Agency in the custody of, Pledgee, in substitution for or in addition to the Pledged Shares, (iii) a Qualified Conduit Lender any other property of Pledgor described in Section 4 below or otherwise, whether now or hereafter delivered to, or in the possession or custody of Pledgor, and (each such entityiv) all proceeds of the collateral described in the preceding clauses (i), a (ii) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the “PledgeePledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Liabili-ties (as defined in the Security Agreement). All of the Pledged Shares now owned by Pledgor which are presently represented by certificates are listed on terms Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock powers duly executed in blank by Pledgor and conditions set forth irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Shares, Pledgor shall execute an Addendum in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute the form of Exhibit B attached hereto (a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth Pledge Addendum”). Any Pledged Collateral described in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer Addendum executed by Pledgor shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall thereafter be deemed to be given if listed on Exhibit A hereto. Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder maintain possession and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account custody of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by certificates representing the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (Pledged Shares and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedadditional Pledged Collateral.

Pledge. Notwithstanding anything (a) As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the contrary contained hereinAdministrative Agent, its successors and assigns, and hereby grants to the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Holder may pledgecontinuing security interest in, transferall of such Pledgor’s right, collaterally assign title and interest now owned or otherwise encumber (a “Pledge”) its Note or at any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured time hereafter acquired by such Holder’s Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in its Note and is structured as a repurchase arrangementin, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agreeor under: (i) Equity Interests (as defined below) now or in the future held by or issued to give such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the Pledgee written notice property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any default by the pledging Holder in respect such Person, and all of its obligations rights under this Agreement each certificate or articles of which default incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the Servicer has actual knowledge certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and which notice shall be given simultaneously with the giving outstanding voting Equity Interests of such notice to the pledging Holderany Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to allow such Pledgee a period of ten Pledgor and the promissory notes and any other instruments evidencing such debt securities (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder“Pledged Debt Securities” and, but such Pledgee shall not be obligated to cure any such defaulttogether with the Pledged Equity Securities, the “Pledged Securities”); (iii) all other property that no amendment, modification, waiver or termination of this Agreement or may be delivered to and held by the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination Administrative Agent pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request thereforhereof; (iv) that subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the Servicer shall give to such Pledgee copies conversion of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging HolderPledged Securities; (v) that the Servicer shall deliver subject to Pledgee such estoppel certificate(s) as Pledgee shall reasonably requestSection 5, provided that any such certificate(s) shall be in a form reasonably satisfactory all rights and privileges of each Pledgor with respect to the ServicerPledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond all proceeds of any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by foregoing (the Servicer or any non-pledging Holder, as applicable, items referred to have been delivered by a Pledgee. A Pledgee shall be permitted in clauses (i) through (vi) above being collectively referred to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights“Collateral”). “Equity Interests” means any and all shares of capital stock, remedies and obligations under this Agreementpartnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any such Pledgee and all warrants, options or Qualified Institutional Lender shall assume in writing other rights entitling the obligations holder thereof to purchase or acquire any of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedforegoing.

Pledge. Notwithstanding anything to (a) To secure all Obligations of such Pledgor and for the contrary contained hereinpurposes set forth in Section 1 hereof, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is each Pledgor hereby: (i) grants to the Pledgee for the benefit of the Secured Creditors a Qualified Institutional Lender, first priority security interest in all of the Collateral owned by such Pledgor; (ii) a financial institution whose long-term unsecured debt is rated at least “A” (pledges and deposits as security with the Pledgee for the benefit of the Secured Creditors the certificated Pledged Securities owned by such Pledgor on the date hereof, and delivers to the Pledgee all certificates or instruments therefor, if any, accompanied by undated stock powers duly executed in blank by such Pledgor in the equivalent) case of Pledged Stock, or better by each Rating Agency or such other instruments of transfer as are reasonably acceptable to the Pledgee; (iii) a Qualified Conduit Lender (except in the case of ULC Shares) assigns, (except in the case of ULC Shares) transfers, and (in each case) hypothecates, mortgages, charges and sets over to the Pledgee for the benefit of the Secured Creditors all of such entityPledgor’s right, a “Pledgee”title and interest in and to such Pledged Securities (and in and to all certificates or instruments evidencing such Pledged Securities), on to be held by the Pledgee upon the terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same transfers and assigns to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has for the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account benefit of the ServicerSecured Creditors all of such Pledgor’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee Pledged Limited Liability Company Interests (and accept an assignment delivers any certificates or instruments evidencing such limited liability company or membership interests, duly endorsed in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgeeblank) and agree to be bound by the terms all of such Pledgor’s right, title and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.each Pledged Limited Liability Company, whether now existing or hereafter acquired, including, without limitation:

Pledge. Notwithstanding anything to the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each the non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agreewill be required: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each the non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each the non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any the non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each the non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything Each Domestic Pledgor, to secure the Secured Obligations of such Domestic Pledgor, and each Foreign Pledgor, to secure the Secured Foreign Obligations of such Foreign Pledgor, hereby grants and pledges to the contrary contained hereinPledgee a security interest in, and acknowledges and agrees that Pledgee has a Holder may pledgelien upon and security interest in, transferall of such Pledgor’s right, collaterally assign or otherwise encumber title and interest in the following property (a all of which is hereinafter referred to as the “PledgeCollateral”) its Note now or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured hereafter owned by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agreePledgor: (i) to give the Pledgee written notice all shares of any default stock, limited liability company interests and other Capital Stock issued by the pledging Holder issuers listed on Annex A hereto, other than Excluded Securities (and in respect and to all certificates or instruments evidencing any and/or all of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with foregoing) (the giving of such notice to the pledging Holder“Initial Pledged Securities”); (ii) all of such Pledgor’s right, title and interest in and to allow any Additional Pledged Securities (and in and to all certificates or instruments evidencing such Pledgee a period of ten Additional Pledged Securities) (10) days to cure a default by together with the pledging Holder in respect of its obligations to each non-pledging Holder hereunderInitial Pledged Securities, but such Pledgee shall not be obligated to cure any such defaultthe “Pledged Securities”); and (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies all proceeds of any notice of default under and all the Mortgage Loan simultaneously with foregoing; provided, however, that notwithstanding the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunderforegoing, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreementeach Pledgor, as applicable“Additional Pledged Securities”, between the pledging Holder “Collateral”, “Initial Pledged Securities” and such Pledgee (which notice need “Pledged Securities”, in each case shall not be joined in or confirmed by the pledging Holder)include, and until such Redirection Notice is withdrawn or rescinded by such Pledgeethe security interest granted hereunder shall not attach to, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedExcluded Securities.

Pledge. Notwithstanding anything The Pledgors hereby pledge to the contrary contained hereinSecured Parties all of the shares of stock, a Holder may pledge, transfer, collaterally assign membership interests or otherwise encumber other ownership interests in the Subtenants (a the “PledgePledged Interests”) its Note listed in Exhibit B attached hereto and all other shares of stock, membership interests or any interest therein to any entity (other than any Borrower Party) ownership interests in the Subtenants in which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender Pledgors may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder have rights from time to time pursuant to and any other securities or other investment property and other collateral of the Pledgors now owned or hereafter acquired which under this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability are required to be pledged to the pledging Holder on account Secured Parties, and in each case, all certificates representing such Pledged Interests or other investment property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of the Servicer’s Pledged Interests, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer other property from time to time acquired, receivable or any non-pledging Holderotherwise distributed in respect of, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment or in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such eventexchange for, the Servicer shall recognize such Pledgee foregoing, (the Pledged Interests and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure additional securities or similar sale held by such Pledgee or any transfer in lieu of foreclosurecollateral pledged hereunder, collectively, the “Pledged Collateral”), and its successor and assigns, which are Qualified Institutional Lenders as the successor Pledgors hereby grant to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume Secured Parties a security interest in writing the obligations all of the pledging Holder hereunder accruing from Pledged Collateral and after such Transfer the proceeds thereof as security for the due and punctual payment and performance of the Secured Obligations (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreementas hereinafter defined). The rights of a Pledgee under this Section 17 shall remain effective as Pledgors have delivered to each non-pledging Holder (and deposited with the Servicer) unless Secured Parties any and until such Pledgee shall have notified such non-pledging Holder (all certificates or other instruments representing the Pledged Collateral and the Servicerundated stock powers endorsed in blank, as applicable) in writing that its interest security for the payment and performance of all of the Secured Obligations. If in the pledged Note has terminatedfuture any Pledgor possesses or controls any other certificates or other instruments representing the Pledged Collateral, such Pledgor shall immediately and without notice deliver the same to the Secured Parties together with undated stock powers endorsed in blank, as security for the payment and performance of all of the Secured Obligations.

Pledge. Notwithstanding anything Pledgor hereby pledges, assigns, hypothecates, transfers, ------ delivers and grants to Pledgee, for itself and the contrary contained hereinbenefit of all Lenders, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity first lien (other than Inchoate Tax Liens) on and security interest in (a) all of the capital stock of each Domestic Subsidiary, which is a corporation, except those Domestic Subsidiaries described in Schedule I hereto and the capital stock ---------- of each Foreign Subsidiary, which is a corporation (in no event to exceed 66% of the capital stock such Foreign Subsidiary), except those Foreign Subsidiaries described in Schedule I hereto, in each case now or hereafter owned by Pledgor ---------- (the "Pledged Shares"), (b) all other property hereafter delivered to Pledgor in substitution for or in addition to the Pledged Shares, (c) any Borrower Partyother property of Pledgor, as described in Section 4 below or otherwise, now or hereafter delivered by Pledgor to Pledgee, and (d) which has extended a credit facility any and all proceeds thereof (all such property being hereinafter referred to such Holder and that is collectively as the "Collateral"), as collateral security for (i) a Qualified Institutional Lenderthe prompt and complete payment and performance when due (whether at the stated maturity, (iiby acceleration or otherwise) a financial institution whose long-term unsecured debt is rated at least “A” (or of all of the equivalent) or better by each Rating Agency or Borrower Obligations, and (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms the due and conditions set forth in this Section 17, it being further agreed that a financing provided punctual payment and performance by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect Pledgor of its obligations under and liabilities under, arising out of, or in connection with this Agreement of which default the Servicer has actual knowledge including, without limitation, any taxes and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination expenses payable pursuant to Section 18 hereof (all of the terms hereof or foregoing being hereinafter referred to collectively as the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods "Liabilities"). Other than with respect to those Subsidiaries listed on Schedule I hereto, all of the pledging Holder’s obligations issued and ---------- outstanding capital stock of each Domestic Subsidiary and up to such 66% of the capital stock of each Foreign Subsidiary presently owned by Pledgor is represented by stock certificates listed on Exhibit A hereto, which stock certificates, together with undated stock powers duly executed in blank by Pledgor, are being delivered to Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, simultaneously herewith. Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally maintain possession and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account custody of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by certificates representing the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), Pledged Shares in accordance with applicable law Section 5 below and this Agreement. In such event, shall return the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer Pledged Shares in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedaccordance with said section.

Pledge. To secure the Secured Obligations and for the purposes set forth in Section 1 hereof, Pledgor hereby pledges, collaterally assigns and conveys, and grants a security interest in and lien on, in favor of Pledgee for the benefit of the Pledgee and the Bank Product Providers, all of Pledgor's right, title and interest in, to, and under (A) the Pledged Collateral, (B) any additional Pledged Collateral acquired pursuant to Section 3.2 below (whether by purchase, dividend, merger, consolidation, sale of assets, split, spin-off, or any other dividend or distribution of any kind or otherwise), (C) all distributions, dividends, cash, certificates, liquidation rights and interests, options, rights, warrants, instruments or other property from time to time received, receivable or otherwise distributed in respect of or in exchange or substitution for any and all of the Pledged Collateral, (D) the Pledgor's right to vote the Pledged Collateral, and (E) all proceeds, products, replacements and substitutions for any of the foregoing, in each case whether now owned or hereafter acquired by the Pledgor (collectively, the "Collateral"). If the Pledged Collateral is evidenced by certificates, then the Pledgor shall concurrently herewith deposit with the Pledgee, the Pledged Collateral owned by the Pledgor on the date hereof and the certificates representing the Pledge Collateral accompanied by "stock powers" or an Assignment Separate From Certificate duly executed in blank by the Pledgor. Whether or not the Pledged Collateral is evidenced by certificates, the Pledgor hereby permits the Pledgee to file a UCC Financing Statement naming the Pledgor as debtor and the Pledgee as secured party with respect to the Pledged Collateral with the Delaware Secretary of State, in form and substance satisfactory to the Pledgee in its sole and absolute determination, and without the requirement of the Pledgor's signature. Notwithstanding anything to the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17Agreement, it being further agreed that a financing provided by a the Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured shall not as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions result of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent Agreement be responsible or liable for any obligations or liabilities of the Note A Holders; providedPledgor in the Pledgor's capacity as a shareholder, furtherif any, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated deemed to cure have assumed any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned obligations or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedliabilities.

Pledge. Notwithstanding anything Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the contrary contained hereinbenefit of itself and the Buyers, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any first lien on and first priority perfected security interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is in (i) a Qualified Institutional Lenderall of the capital stock or other equity interests of the Pledge Entities now owned or hereafter acquired by Pledgor (collectively, the “Pledged Shares”), (ii) a financial institution whose long-term unsecured debt is rated at least “A” (all other property hereafter delivered to, or in the equivalent) possession or better by each Rating Agency in the custody of, Pledgee, in substitution for or in addition to the Pledged Shares, (iii) a Qualified Conduit Lender any other property of Pledgor, as described in Section 4 below, whether now or hereafter delivered to, or in the possession or custody of Pledgor on or in respect to the Pledged Shares, and (each such entityiv) all proceeds of the collateral described in the preceding clauses (i), a (ii) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the “PledgeePledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Liabilities. All of the Pledged Shares now owned by Pledgor which are presently represented by certificates are listed on terms Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock powers duly executed in blank by Pledgor and conditions set forth irrevocable proxies, are being delivered to Pledgee within fifteen (15) Business Days after the Closing. Upon the creation or acquisition of any new Pledged Shares, Pledgor shall execute an Addendum in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute the form of Exhibit B attached hereto (a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth Pledge Addendum”). Any Pledged Collateral described in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer Addendum executed by Pledgor shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall thereafter be deemed to be given if listed on Exhibit A hereto. Pledgee shall fail maintain actual physical possession and custody of the certificates representing the Pledged Shares and any additional Pledged Collateral. Pledgor covenants and agrees that it will not vote or otherwise consent to respond the issuance by any Pledge Entity of any securities or rights to acquire securities to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (party other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedPledgor.

Pledge. To secure the Obligations and for the purposes set forth in Section 1 hereof, Pledgor hereby pledges and collaterally assigns, and grants a security interest in and lien on, in favor of Pledgee for the benefit of the Pledgee and the Bank Product Providers, all of Pledgor's right, title and interest in, to, and under (A) the Pledged Collateral, (B) any additional Pledged Collateral acquired pursuant to Section 3.2 below (whether by purchase, dividend, merger, consolidation, sale of assets, split, spin-off, or any other dividend or distribution of any kind or otherwise), (C) all distributions, dividends, cash, certificates, liquidation rights and interests, options, rights, warrants, instruments or other property from time to time received, receivable or otherwise distributed in respect of or in exchange or substitution for any and all of the Pledged Collateral, (D) the Pledgor's right to vote the Pledged Collateral, and (E) all proceeds, products, replacements and substitutions for any of the foregoing, in each case whether now owned or hereafter acquired by the Pledgor (collectively, the "Collateral"). If the Pledged Collateral is evidenced by certificates, then the Pledgor shall concurrently herewith deposit with the Collateral Agent (as defined below), for the benefit of the Pledgee and the Collateral Agent, in accordance with the terms of that certain Intercreditor Agreement dated as of the date hereof (the "Intercreditor Agreement") by and among the Pledgor, the Pledgee and LaSalle Bank National Association (the "Collateral Agent"), the Pledged Collateral owned by the Pledgor on the date hereof and the certificates representing the Pledged Collateral accompanied by "stock powers" or an Assignment Separate From Certificate duly executed in blank by the Pledgor. Whether or not the Pledged Collateral is evidenced by certificates, the Pledgor hereby permits the Pledgee to file a Code Financing Statement naming the Pledgor as debtor and the Pledgee as secured party with respect to the Collateral with the Delaware Secretary of State, in form and substance satisfactory to the Pledgee in its sole and absolute determination, and without the requirement of the Pledgor's signature. Notwithstanding anything to the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17Agreement, it being further agreed that a financing provided by a the Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured shall not as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions result of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent Agreement be responsible or liable for any obligations or liabilities of the Note A Holders; providedPledgor in the Pledgor's capacity as a shareholder, furtherif any, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated deemed to cure have assumed any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned obligations or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedliabilities.

Pledge. Notwithstanding anything The Pledgor hereby pledges, assigns and delivers to the contrary contained hereinAgent, its successors and assigns, for the ratable benefit of the Lenders, and grants to the Agent, its successors and assigns, for the ratable benefit of the Lenders, a Holder may pledgecontinuing first lien security interest in all shares of capital stock of the Company which is or will be owned either beneficially or of record by the Pledgor (the “Securities”) as more particularly described on Exhibit A attached hereto, transfertogether with all dividends, collaterally assign interest, proceeds and any other sums due or to become due thereon, all instruments, securities or other property at any time and from time to time received, receivable or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder distributed in respect of its or in exchange for (as dividends, reclassification, readjustment or other changes in the capital structure of the issuer of such Securities, or otherwise) any or all of such Securities, all general intangibles associated therewith, and all proceeds thereof (collectively, including the Securities, the “Collateral”) as security for the payment and performance of all indebtedness and obligations owing by Pledgor to the Lenders under this Agreement of which default the Servicer has actual knowledge Guaranty and which notice shall be given simultaneously the other Loan Documents relating thereto, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and any and all instruments, documents and agreements evidencing, securing or otherwise relating in any way to the Guaranty and the other Loan Documents, and further including all reasonable costs, expenses and reasonable attorneys’ and other professional fees incurred by the Agent and/or the Lenders in connection with the giving collection of such notice to said indebtedness or in the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunderenforcement, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendmentdefense, modification, waiver protection or termination preservation of this Agreement or any of the Servicing AgreementCollateral, if the pledging Holder had the right to consent to such amendmentincluding without limitation, modification, waiver all costs and expenses incurred in connection with any “workout” or termination pursuant to the terms hereof default resolution negotiations involving legal counsel or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned other professionals and any re-negotiation or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies restructuring of any notice indebtedness of default Pledgor under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder Guaranty and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee other Loan Documents (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such eventcollectively, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure“Secured Obligations”), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything Pledgor hereby pledges to the contrary contained hereinCompany, and grants to the Company a Holder may pledgesecurity interest in, transferall of the following, collaterally assign whether now owned or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is hereafter acquired: (i) a Qualified Institutional Lenderthe Initial Pledged Shares, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or "Additional Pledged Shares," (iii) a Qualified Conduit Lender distributions in respect of, in substitution for, or in exchange for any of the Pledged Shares (each such entityincluding by way of stock dividend, a “Pledgee”asset distributions or otherwise), as security for the prompt and complete payment when due of the unpaid principal of, and unpaid interest on, the Note, (iv) all of Pledgor’s federal and state income tax refunds arising from AMT Recoveries, and (v) all proceeds of the foregoing. Commencing on terms and conditions set forth the date one year from the date hereof, in this Section 17, it being further agreed the event that a financing provided by a Pledgee to such pledging Holder or at any person that Controls such Holder that time thereafter the "Fair Market Value" of the Pledged Shares is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to less than the related Note after the Lead Note A Securitization Date without the prior written consent outstanding principal amount of the Note A Holders; providedand accrued and unpaid interest (the "Loan Balance") at such time, furtherPledgor shall deposit with the Company, within 10 business days, additional certificates representing Common Shares of the Company (the "Additional Pledged Shares"), together with executed stock powers in the form attached hereto as Exhibit B, such that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by aggregate Fair Market Value of the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (Pledged Shares, including the name and address Additional Pledged Shares at the time of the applicable Pledgee)additional deposit, is no less than 110% of the Servicer shall agree: (i) then outstanding Loan Balance. The Company's sole remedy for a failure to give comply with the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice preceding sentence shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee declare a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination Default under Section 7 of this Agreement or and exercise its remedies thereunder. At any time of determination of the Servicing Agreement"Fair Market Value" of Common Shares, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent value shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies average of any notice the per share closing price of default under the Mortgage Loan simultaneously with Common Shares on the giving of same to the pledging Holder and accept any cure thereof by such Pledgee principal market on which such pledging Holder has shares are traded for the right (but not previous ten trading days, unless trading is suspended in which case the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) value shall be determined in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed good faith by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account Board of Directors of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedCompany.

Pledge. To secure the Obligations and for the purposes set forth in Section 1 hereof, Pledgor hereby pledges and collaterally assigns, and grants a security interest in and lien on, in favor of Pledgee for the benefit of the Pledgee and the Bank Product Providers, all of Pledgor's right, title and interest in, to, and under (A) the Pledged Collateral, (B) any additional Pledged Collateral acquired pursuant to Section 3.2 below (whether by purchase, dividend, merger, consolidation, sale of assets, split, spin-off, or any other dividend or distribution of any kind or otherwise), (C) all distributions, dividends, cash, certificates, liquidation rights and interests, options, rights, warrants, instruments or other property from time to time received, receivable or otherwise distributed in respect of or in exchange or substitution for any and all of the Pledged Collateral (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause the number of Equity Interests pledged under this Agreement to exceed, with respect to such Issuer, the Designated Number after giving effect to such issuances), (D) the Pledgor's right to vote the Pledged Collateral, and (E) all proceeds, products, replacements and substitutions for any of the foregoing, in each case whether now owned or hereafter acquired by the Pledgor (collectively, the "Collateral"). If the Pledged Collateral is evidenced by certificates, then the Pledgor shall concurrently herewith deposit with the Collateral Agent (as defined below), for the benefit of the Pledgee and the Collateral Agent, in accordance with the terms of that certain Intercreditor Agreement dated as of the date hereof (the "Intercreditor Agreement") by and among the Pledgor, the Pledgee and LaSalle Bank National Association (the "Collateral Agent"), the Pledged Collateral owned by the Pledgor on the date hereof and the certificates representing the Pledged Collateral accompanied by "stock powers" or an Assignment Separate From Certificate duly executed in blank by the Pledgor. Whether or not the Pledged Collateral is evidenced by certificates, the Pledgor hereby permits the Pledgee to file a Code Financing Statement naming the Pledgor as debtor and the Pledgee as secured party with respect to the Collateral with the Delaware Secretary of State, in form and substance satisfactory to the Pledgee in its sole and absolute determination, and without the requirement of the Pledgor's signature. Notwithstanding anything to the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17Agreement, it being further agreed that a financing provided by a the Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured shall not as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions result of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent Agreement be responsible or liable for any obligations or liabilities of the Note A Holders; providedPledgor in the Pledgor's capacity as a shareholder, furtherif any, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated deemed to cure have assumed any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned obligations or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedliabilities.

Pledge. Notwithstanding anything As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, Springleaf hereby assigns and pledges to the contrary contained hereinCollateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any security interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is in (i) a Qualified Institutional Lenderall of Springleaf’s right, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or title and interest in, to and under all Equity Interests issued by the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such Borrower and any successor entity, a including in any event the Equity Interests identified on Schedule I hereto (the “PledgeePledged Equity”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) all payments of principal or interest, dividends, cash, instruments and other property from time to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder time received, receivable or otherwise distributed in respect of its obligations to each non-pledging Holder hereunderof, but such Pledgee shall not be obligated to cure any such defaultin exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity; (iii) that no amendment, modification, waiver or termination all rights and privileges of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Springleaf with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant in clauses (i) and (ii) above; and (iv) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (iv) above being collectively referred to as the “Pledged Collateral”); provided, however, that the maximum amount of Secured Obligations that is secured hereunder is limited to an amount equal to (a) 10% of the Consolidated Net Worth of Springleaf (as defined in and calculated in accordance with, the Existing Indenture as in effect on the Restatement Effective Date) less (b) the aggregate principal amount of Indebtedness secured by Liens on assets of Springleaf and its Subsidiaries as shown on Schedule 9.10 to the applicable credit agreement Disclosure Letter. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or repurchase agreementincidental thereto, as applicableunto the Collateral Agent, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor successors and assigns, which are Qualified Institutional Lenders as for the successor benefit of the Secured Parties, forever, subject, however, to the pledging Holder’s rightsterms, remedies covenants and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. Notwithstanding anything to the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B B-1, Note B-2, Note B-3, Note B-4, Note B-5 or Note B-6 that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Lead Note A HoldersHolder; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each the non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each the non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each the non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any the non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which assigns that are Qualified Institutional Lenders Lenders, as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each the non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything (a) Subject to the contrary contained hereinterm of this Agreement, Pledgor hereby pledges, assigns, hypothecates, delivers and grants to Pledgee, for the benefit of itself and the Buyers, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any first lien on and first priority perfected security interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is in (i) a Qualified Institutional Lenderall of the Capital Stock or other equity interests of the Pledge Entities now owned or hereafter acquired by Pledgor (collectively, the “Pledged Shares”), (ii) a financial institution whose long-term unsecured debt is rated at least “A” (any other shares of Capital Stock hereafter pledged or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee referred to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title be pledged to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title pursuant to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging HolderAgreement; (ii) to allow all “investment property” as such Pledgee a period term is defined in §9-102(a)(49) of ten the UCC (10as defined below) days to cure a default by the pledging Holder in with respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request thereforthereto; (iv) that any “security entitlement” as such term is defined in § 8-102(a)(17) of the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously UCC with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holderrespect thereto; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory all books and records relating to the Servicerforegoing; and (vi) thatall Accessions and Proceeds (as each is defined in the UCC) of the foregoing, upon written notice including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which Pledgor is not the surviving corporation, all shares of each class or Capital Stock of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Liabilities. All of the Pledged Shares now owned by Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock powers duly executed in blank by Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Shares, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Redirection NoticePledge Addendum”) ). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, listed on Exhibit A hereto. Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally maintain possession and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account custody of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by certificates representing the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (Pledged Shares and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedadditional Pledged Collateral.

Pledge. Notwithstanding anything to the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B B-1 or Note B-2 that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A HoldersHolder; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each the non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each the non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each the non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any the non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which assigns that are Qualified Institutional Lenders Lenders, as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each the non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything In order to induce Secured Party to extend the contrary contained Obligations, as that term is defined below, Pledgor hereby grants to Secured Party a security interest in, and pledges to Secured Party, the securities described in the attached Exhibit A, which is hereby incorporated by reference as if fully set forth herein, a Holder may pledgeand all income, transferinterest, collaterally assign dividends, and distributions thereon, replacements and substitutions therefor, and the proceeds thereof (collectively, the “Pledged Securities”). The Pledged Securities are security for the payment to Secured Party of all of the following (the “Obligations”): all loans, advances, debts, liabilities, obligations, covenants and duties owing to Secured Party from any Pledgor of any kind or otherwise encumber (a “Pledge”) its Note nature, present or future, whether or not evidenced by any interest therein note, guaranty or other instrument, including but not limited to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is those arising under: (i) the Term Note executed by XXXXX XXXXXX, Personal Representative of the ESTATE OF XXXXX XXXXXXX, DECEASED; XXXXXXX HOLDING LLC, a Qualified Institutional LenderDelaware limited liability company; K & R, LLC, a Kentucky limited liability company; THE XXXXX XXXXXXX FAMILY LIMITED PARTNERSHIP, a Kentucky limited partnership; and 0000 XXXXX XXXX LLC, a Kentucky limited liability company, payable to Secured Party dated December 31, 2014 in the original principal amount of Two Million Six Hundred Thousand and 00/100 Dollars ($2,600,000.00), and all of the documents executed in connection therewith, and (ii) under any other agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment, participation, purchase, negotiation, discount or otherwise), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising and whether or not contemplated by Pledgor or Secured Party on the date hereof; and, as to all of the foregoing, including any amendments, modifications, or superceding documents to each of the foregoing; and all charges, expenses, fees, including but not limited to reasonable attorneys’ fees, and any other sums chargeable to Pledgor under any of the Obligations. This Agreement is in addition to any previous assignments or pledges, and such previous assignments and pledges remain in full force and effect. To the extent that this Agreement is made by Pledgor to provide additional collateral for the obligations of Borrower, then Pledgor acknowledges and agrees that notice of acceptance of this Agreement, notice of extensions of credit to Borrower from time to time, notice of default, diligence, presentment, protest, demand for payment, notice of demand or protest, and any defense based upon a failure of Secured Party to comply with the notice requirements of the applicable version of Uniform Commercial Code Article XIII and IX, are hereby waived. Secured Party at any time and from time to time, without the consent of or notice to Pledgor, and without impairing or releasing, discharging or modifying the liabilities of Pledgor hereunder, may in its sole discretion (i) change the manner, place or terms of payment or performance of or interest rates on, or change or extend the time of payment or performance of, or other terms relating to any of the Obligations, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (renew, increase, substitute, modify, amend or alter, or grant consents or waivers relating to any of the equivalent) Obligations, any other guarantees or better by each Rating Agency other liabilities, or any collateral for any Obligations or guarantees or other liabilities, (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms apply any and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or all payments from any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (source whatsoever including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice any proceeds of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereundercollateral, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to Obligations of Borrower in any such amendmentorder, modificationmanner and amount, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give deal or refrain from dealing with any person or entity, in its sole discretion, with respect to any Obligations in such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereundermanner as Secured Party deems appropriate, as if such cure were made by such pledging Holder; in its sole discretion, and/or (v) that accept, sell, substitute, exchange, compromise, release, surrender, offset, realize upon or otherwise deal with in any manner and in any order any of the Servicer shall deliver Obligations, any guarantee or other liability for any of the Obligations, or any collateral for any of the Obligations or for any guarantee or other liability relating to Pledgee such estoppel certificate(s) as Pledgee shall reasonably requestany of the Obligations. Irrespective of the taking of or refraining from taking of any of the foregoing actions, provided that the obligations of Pledgor will remain in full force and effect and will not be affected, impaired, discharged, or released in any such certificate(s) shall be manner. Secured Party in a form reasonably satisfactory its sole discretion may determine the reasonableness of the period which may elapse prior to the Servicer; making of demand for any payment upon Borrower and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice it need not be joined in pursue any of its remedies against Borrower, any other Pledgor or confirmed by the pledging Holder)other person, and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies collateral before having recourse against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations Pledgor under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything As collateral security for the payment and performance in full of the Obligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a security interest in, the contrary contained hereincollateral described in Schedule A hereto, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is together with (i) a Qualified Institutional Lenderall other shares of stock of Debtor of any class or category, which are now or hereafter owned by Pledgor and (ii) a financial institution whose long-term unsecured debt is rated the proceeds thereof and all cash, additional securities or other property at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms any time and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to this Agreement or the Servicing Agreementterms, covenants and conditions hereinafter set forth. Any pledging Holder hereby unconditionally Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank, stock pledge letters and absolutely releases each non-pledging Holder stock proxies. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the Servicer from any liability to the pledging Holder on account numbers of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holdercertificates theretofore and then pledged hereunder, as applicable, to have been delivered by a Pledgee. A Pledgee which schedule shall be permitted to exercise fully its rights attached hereto as Schedule A and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreementmade a part hereof. In such event, the Servicer Each schedule so delivered shall recognize such Pledgee (and supersede any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedprior schedule so delivered.

Pledge. Notwithstanding anything (a) As security for the payment in full of the Secured Obligations, the Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over, endorses over, and delivers unto the Agent, and grants, on a non-recourse basis, to the contrary contained hereinAgent, for its own benefit and for the benefit of the Lenders, a Holder may pledgesecurity interest in (a) the shares of capital stock or equity interests of the issuers listed in Schedule I annexed hereto next to the Grantor's name (the "Initial Pledged Stock") and any additional shares of common stock or equity interests of the issuers obtained in the future by the Grantor (collectively, transferthe Initial Pledged Stock together with all such additional shares pledged in the future, collaterally assign the "Pledged Stock"), (b) all instruments of indebtedness (whether now existing or hereinafter arising) by Millbrook or Manischewitz which name the Grantor as payee thereunder (the "Pledged Debt") and (c) subject to Section 5 below, all proceeds of the Pledged Stock and Pledged Debt, including, without limitation, all cash, securities or other property at any time and from time to time receivable or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder distributed in respect of its obligations under this Agreement or in exchange for any of which default or all such Pledged Stock (the Servicer has actual knowledge and which notice shall be given simultaneously with items referred to in clauses (a) through (c) being collectively called the giving of such notice "Collateral"). Upon delivery to the pledging Holder; Agent, any securities, other than debt securities, now or hereafter included in the Collateral including, without limitation, the Pledged Stock (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s"Pledged Securities") shall be accompanied by undated stock powers duly executed in a form blank or other instruments of transfer reasonably satisfactory to the Servicer; Agent and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that other instruments and documents as the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee Agent may reasonably request. Each delivery of Pledged Securities shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account accompanied by a schedule showing a description of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holdersecurities theretofore and then being pledged hereunder, as applicable, to have been delivered by a Pledgee. A Pledgee which schedule shall be permitted to exercise fully its rights attached hereto as Schedule I and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreementmade a part hereof. In such event, the Servicer Each schedule so delivered shall recognize such Pledgee (and supersede any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedprior schedules so delivered.

Pledge. Notwithstanding anything As security for the payment or performance in full when due of the Secured Obligations, including each Guarantee of the Secured Obligations made pursuant to Article 10 of the Indenture, each Grantor hereby pledges to the contrary contained hereinCollateral Agent, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a Holder may pledgesecurity interest in all of such Grantor’s right, transfertitle and interest in, collaterally assign to and under (a) all Equity Interests now or hereafter directly held by such Grantor in (x) each Material Subsidiary that is a direct Wholly-Owned Subsidiary of such Grantor and (y) CF Industries Nitrogen, LLC, a Delaware limited liability company, including in the case of each of clauses (x) and (y) the Equity Interests listed on Schedule I, and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); (b) the Indebtedness owed to such Grantor and listed opposite the name of such Grantor on Schedule I and any Indebtedness (including, without limitation, any intercompany notes) directly obtained in the future by such Grantor and the certificates, promissory notes and other instruments, if any, evidencing such Indebtedness (the “Pledged Debt”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise encumber (a “Pledge”) its Note distributed in respect of, in exchange for or any interest therein to any entity (upon the conversion of, and all other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth Proceeds received in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee)respect of, the Servicer shall agree: Pledged Equity and Pledged Debt; (id) subject to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge Section 2.06, all rights and which notice shall be given simultaneously with the giving privileges of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Grantor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant to the applicable credit agreement or repurchase agreementin clauses (a), as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holderb), and until such Redirection Notice is withdrawn or rescinded by such Pledgee(c) above; and (e) subject to Section 2.06, Pledgee shall be entitled all Proceeds of any of the foregoing (the items referred to receive any payments in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided that notwithstanding anything in the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to Indenture, this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability other Collateral Document to the pledging Holder on account contrary, nothing in this Agreement shall constitute or be deemed to constitute a grant of a security interest in, and none of the Servicer’s Pledged Collateral shall include, any Excluded Assets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or a non-pledging Holder’s compliance with any Redirection Notice believed by incidental thereto, unto the Servicer or any non-pledging HolderCollateral Agent, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor successors and assigns, which are Qualified Institutional Lenders as for the successor benefit of the Secured Parties, forever, subject, however, to the pledging Holder’s rightsterms, remedies covenants and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. Notwithstanding anything to the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or To secure the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms Obligations and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to for the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer purposes set forth in Section 16 1 hereof, each Pledgor hereby pledges and this Section 17. Upon written notice by collaterally assigns, and grants a security interest in and lien on, in favor of Pledgee for the pledging Holder to each non-pledging Holder benefit of the Pledgee and the Servicer that a Pledge has been effected other Secured Parties, all of such Pledgor's right, title and interest in, to, and under (including A) the name and address Pledged Collateral, (B) any additional Pledged Collateral acquired pursuant to Section 3.2 below (whether by purchase, dividend, merger, consolidation, sale of the applicable Pledgeeassets, split, spin-off, or any other dividend or distribution of any kind or otherwise), the Servicer shall agree: (iC) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge all distributions, dividends, cash, certificates, liquidation rights and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunderinterests, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendmentoptions, modificationrights, waiver warrants, instruments or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder other property from time to time pursuant received, receivable or otherwise distributed in respect of or in exchange or substitution for any and all of the Pledged Collateral (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of Capital Stock pledged under this Agreement to exceed, with respect to such Issuer, the Designated Number or (ii) such Pledged Collateral to constitute Excluded Capital Stock, in each case, after giving effect to such issuances), (D) such Pledgor's right to vote the Servicing Agreement. Any pledging Holder hereby unconditionally Pledged Collateral, and absolutely releases each non-pledging Holder (E) all proceeds, products, replacements and the Servicer from substitutions for any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral)foregoing, in accordance with applicable law and this Agreement. In each case whether now owned or hereafter acquired by such eventPledgor (collectively, the Servicer "Collateral"). Notwithstanding the foregoing, the term Collateral shall recognize such Pledgee (and in no event include the Excluded Capital Stock of any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedIssuer.

Pledge. Notwithstanding anything As security for the payment and performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the contrary contained hereinCollateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s security interest in its Note all of such Pledgor’s right, title and is structured interest in, to and under (a) subject to Gaming Laws (as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth defined in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee5(c)), the Servicer shall agree: shares of capital stock or equity interest owned by it and listed on Schedule I hereto and the certificates representing all such shares (ithe “Pledged Stock”); (b) subject to give the Pledgee written notice Section 5, all payments of any default by the pledging Holder principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice securities referred to the pledging Holderin clause (a) above; (iic) subject to allow such Pledgee a period Section 5, all rights and privileges of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Pledgor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant in clause (a) and (b) above; and (d) all proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Nevada Collateral”). Upon delivery to the Collateral Agent, (a) any stock certificates, or other securities now or hereafter included in the Nevada Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Nevada Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder Pledgor and such Pledgee (other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which notice need not schedule shall be joined in or confirmed attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. The security interest granted herein shall also secure all future advances and re-advances that may be made by the pledging Holder)Secured Parties to, and until such Redirection Notice is withdrawn or rescinded by such Pledgeefor the benefit of, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement Borrower or the Servicing AgreementPledgors. Any pledging Holder hereby unconditionally TO HAVE AND TO HOLD the Nevada Collateral, together with all right, title, interest, powers, privileges and absolutely releases each non-pledging Holder and preferences pertaining or incidental thereto, unto the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging HolderCollateral Agent, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor successors and assigns, which are Qualified Institutional Lenders as for the successor ratable benefit of the Secured Parties, forever; subject, however, to the pledging Holder’s rightsterms, remedies covenants and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. Notwithstanding anything (a) Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the contrary contained hereinbenefit of itself and the Purchasers, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any first lien on and first priority perfected security interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is in (i) a Qualified Institutional Lenderall of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) a financial institution whose long-term unsecured debt is rated at least “A” (any other shares of Pledged Equity hereafter pledged or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee referred to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title be pledged to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title pursuant to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging HolderAgreement; (ii) to allow all “investment property” as such Pledgee a period term is defined in §9-102(a)(49) of ten the UCC (10as defined below) days to cure a default by the pledging Holder in with respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request thereforthereto; (iv) that any “security entitlement” as such term is defined in § 8-102(a)(17) of the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously UCC with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holderrespect thereto; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory all books and records relating to the Servicerforegoing; and (vi) thatall Accessions and Proceeds (as each is defined in the UCC) of the foregoing, upon written notice including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of any Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which any Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Liabilities. All of the Pledged Interests now owned by each Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Redirection NoticePledge Addendum”) ). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, listed on Exhibit A hereto. Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally maintain possession and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account custody of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by certificates representing the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (Pledged Interests and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedadditional Pledged Collateral.

Pledge. Notwithstanding anything As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the contrary contained hereinCollateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Holder may pledgesecurity interest in all of the Pledgor's right, transfertitle and interest in, collaterally assign or otherwise encumber to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include, to the extent that applicable law requires that a “Pledge”subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b)(i) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lenderthe debt securities listed opposite the name of the Pledgor on Schedule II hereto, (ii) a financial institution whose long-term unsecured any debt is rated at least “A” (or securities in the equivalent) or better by each Rating Agency or future issued to the Pledgor and (iii) a Qualified Conduit Lender the promissory notes and any other instruments evidencing such debt securities (each such entity, a “Pledgee”the "Pledged Debt Securities"), on terms ; (c) all other property that may be delivered to and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice held by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination Collateral Agent pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request thereforhereof; (ivd) that subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the Servicer shall give conversion of the securities referred to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder in clauses (a) and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligationb) to effect hereunder, as if such cure were made by such pledging Holderabove; (ve) that subject to Section 5, all rights and privileges of the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Pledgor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by undated stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder Pledgor and such Pledgee (which notice need not be joined in other instruments or confirmed by documents as the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered accompanied by a Pledgee. A Pledgee schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be permitted to exercise fully attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor successors and assigns, which are Qualified Institutional Lenders as for the successor ratable benefit of the Secured Parties, forever; subject, however, to the pledging Holder’s rightsterms, remedies covenants and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. Notwithstanding anything As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the contrary contained hereinNotes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a Holder may pledgesecurity interest in all of such Grantor’s right, transfertitle and interest in, collaterally assign or otherwise encumber to and under (a “Pledge”a)(i) its Note or the shares of capital stock and other Equity Interests issued by any interest therein to Grantor and any entity wholly-owned Restricted Subsidiary of the Issuer (other than any Borrower Party) which has extended a credit facility Equity Interests constituting Excluded Property as set forth in the Senior Credit Facilities or, if the Senior Credit Facilities are terminated and no longer outstanding, that would qualify as Excluded Property thereunder if the Senior Credit Facilities remained outstanding in the form most recently in effect prior to such Holder termination) (the Equity Interests so excluded being collectively referred to herein as “Excluded Equity Interests”)) now directly owned or at any time hereafter acquired by such Grantor, including those set forth opposite the name of such Grantor (as the owner of such Equity Interest) on Schedule II, and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least all certificates and any other instruments representing all such Equity Interests (collectively, the “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “PledgeePledged Equity Interests”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder ; (b)(i) any debt securities now owned or at any person that Controls such Holder that is secured time hereafter acquired by such Holder’s interest in its Note and is structured as a repurchase arrangementGrantor, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including those listed opposite the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; Grantor on Schedule II, and (ii) all promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); (c) subject to allow such Pledgee a period Section 3.06, all payments of ten (10) days principal or interest, dividends, cash, instruments and other property from time to cure a default by the pledging Holder time received, receivable or otherwise distributed in respect of its obligations of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities and instruments referred to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such defaultin clauses (a) and (b) above; (iiid) that no amendmentsubject to Section 3.06, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent all rights and privileges of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Grantor with respect to the pledging Holder’s obligations securities, instruments and other property referred to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee in clauses (which notice need not be joined in or confirmed by the pledging Holdera), (b) and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive (c) above; and (e) all Proceeds of any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account all of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by foregoing (the Servicer or any non-pledging Holder, as applicable, items referred to have been delivered by a Pledgee. A Pledgee shall be permitted in clauses (a) through (e) above being collectively referred to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated“Pledged Collateral”).

Pledge. Notwithstanding anything As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to the contrary contained hereinAgent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a Holder may pledgesecurity interest in all of such Pledgor’s right, transfertitle and interest in, collaterally assign or otherwise encumber to and under (a a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedules 7(a) and 7(b) to the Perfection Certificate) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (the “PledgePledged Stock”); provided that the Pledged Stock shall not include any Excluded Equity Interests, (b)(i) its Note or any interest therein the debt securities currently issued to any entity Pledgor (other than any Borrower Partywhich such debt securities constituting Pledged Debt Securities shall be listed on Schedules 7(a) which has extended a credit facility and 7(b) to such Holder and that is (i) a Qualified Institutional Lenderthe Perfection Certificate), (ii) a financial institution whose long-term unsecured any debt is rated at least “A” (or securities in the equivalent) or better by each Rating Agency or future issued to such Pledgor and (iii) a Qualified Conduit Lender the promissory notes and any other instruments, if any, evidencing such debt securities (each such entity, a the “PledgeePledged Debt Securities”); (c) subject to Section 2.06, on terms all payments of principal or interest, dividends, cash, instruments and conditions set forth other property from time to time received, receivable or otherwise distributed in this Section 17respect of, it being further agreed that a financing provided by a Pledgee to such pledging Holder in exchange for or any person that Controls such Holder that is secured by such Holder’s interest upon the conversion of, and all other proceeds received in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee)respect of, the Servicer shall agree: securities referred to in clauses (ia) and (b) above; (d) subject to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge Section 2.06, all rights and which notice shall be given simultaneously with the giving privileges of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Pledgor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee in clauses (a), (b) and (c) above and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided that with respect to the Costa Rican Subsidiary, the Pledged Collateral shall not include any Equity Interests that are pledged pursuant to the applicable credit a separate pledge agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account favor of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by Agent for the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations benefit of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedSecured Parties.

Pledge. Notwithstanding anything As security for the payment and performance, as the case may be, in full of the Obligations, the Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the contrary contained hereinCollateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Holder may pledgesecurity interest in all of the Pledgor's right, transfertitle and interest in, collaterally assign or otherwise encumber to and under (a) the shares of capital stock owned by it and listed on Schedule I hereto and any shares of capital stock of any Subsidiary obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include to the extent that applicable law requires that a “Pledge”Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b)(i) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lenderthe debt securities listed opposite the name of the Pledgor on Schedule I hereto, (ii) a financial institution whose long-term unsecured any debt is rated at least “A” (or securities in the equivalent) or better by each Rating Agency or future issued to the Pledgor and (iii) a Qualified Conduit Lender the promissory notes and any other instruments evidencing such debt securities (each such entity, a “Pledgee”the "Pledged Debt Securities"), on terms ; (c) all other property that may be delivered to and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice held by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination Collateral Agent pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request thereforhereof; (ivd) that subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the Servicer shall give conversion of the securities referred to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder in clauses (a) and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligationb) to effect hereunder, as if such cure were made by such pledging Holderabove; (ve) that subject to Section 5, all rights and privileges of the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Pledgor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the applicable credit agreement Collateral Agent, (a) any stock certificates, notes or repurchase agreement, other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as applicable, between the pledging Holder Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such Pledgee (which notice need not be joined in other instruments or confirmed by documents as the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered accompanied by a Pledgee. A Pledgee schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be permitted to exercise fully attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor successors and assigns, which are Qualified Institutional Lenders as for the successor ratable benefit of the Secured Parties, forever; subject, however, to the pledging Holder’s rightsterms, remedies covenants and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. Notwithstanding anything As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the contrary contained hereinCollateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Holder may pledgefirst priority security interest in all of such Pledgor’s right, transfertitle and interest in, collaterally assign to and under (a) all the shares of Capital Stock owned by it (including, without limitation, those listed on Schedule II hereto) and any shares of Capital Stock of any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares or otherwise encumber interests (a collectively, the “PledgePledged Stock”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and ); provided that is the Pledged Stock shall not include (i) a Qualified Institutional Lenderany Capital Stock owned directly by Crown Holdings, (ii) a financial institution whose longmore than 65% of the issued and outstanding shares of voting stock of any Non-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency U.S. Subsidiary or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed to the extent that applicable law requires that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent Subsidiary of the Note A HoldersPledgor issue directors’ qualifying shares, such qualifying shares; provided, further, (b) all other property that no Pledgee may take title be delivered to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice held by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination Collateral Agent pursuant to the terms hereof hereof; (c) subject to Section 5, all payments of dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the Servicing Agreementconversion of the securities referred to in clause (a) above; (d) subject to Section 5, as applicableall rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (e) all proceeds of any and all of the foregoing (all the foregoing, collectively, the “Collateral”). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be effective against accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such Pledgee without other instruments and documents as the written consent Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such Pledgeeother instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which consent schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Existing Unsecured Debt is required to be unreasonably withheldsecured by a Lien on such Collateral as a result of the operation of any negative pledge covenant in any indenture, conditioned agreement or delayed and which consent instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations shall not be deemed to be given if Pledgee shall fail applied against, or to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such eventreduce, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu amount of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to Restricted Secured Indebtedness that may be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedsecured hereby.

Pledge. Notwithstanding anything As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the contrary contained hereinCollateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Holder may pledgesecurity interest in all of such Pledgor's right, transfertitle and interest in, collaterally assign to and under (a) all shares of Capital Stock of Acquisition Sub and JRMSA and all securities convertible into or exchangeable for shares of such Capital Stock owned by it as of the date hereof, all of which are listed on Schedule II hereto, and any shares of Capital Stock of Acquisition Sub and JRMSA and all securities convertible into or exchangeable for shares of such Capital Stock obtained in the future by such Pledgor and the certificates representing all such shares of Capital Stock or securities (the "Pledged Securities"); (b) subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise encumber (a “Pledge”) its Note distributed, in respect of, in exchange for or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or upon the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent conversion of the Note A Holderssecurities referred to in clause (a) above; provided(c) subject to Section 5, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 all rights and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address privileges of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Pledgor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant in clauses (a) and (b) above; and (d) all proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates or other securities now or hereafter included in the Collateral shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder Pledgor and such Pledgee (which notice need not be joined in other instruments or confirmed by documents as the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered accompanied by a Pledgee. A Pledgee schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be permitted to exercise fully attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor successors and assigns, which are Qualified Institutional Lenders as for the successor ratable benefit of the Secured Parties, forever; subject, however, to the pledging Holder’s rightsterms, remedies covenants and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. Notwithstanding anything As additional security for the full and punctual payment when due and payable (whether upon stated maturity, by acceleration or otherwise) of the Loan and the full and faithful payment, performance and observance by Borrower of all the Obligations, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby grants to Agent, a security interest in the following: all of such Pledgor’s right, title and interest in the Pledged Entities, represented by the Pledged Interests, including, without limitation, (a) all of such Pledgor’s right, title and interest in and to the contrary contained hereinPledged Entity Organizational Documents, a Holder may pledge(b) all of such Pledgor’s right, transfertitle, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein and privilege in and to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lenderall Receipts of the Pledged Entities, (iic) a financial institution whose long-term unsecured debt is rated at least “A” all of such Pledgor’s right, title, interest and privilege under or arising out of Pledged Entity Organizational Documents, (d) all present and future claims, if any, of such Pledgor against the Pledged Entities under or arising out of the equivalentPledged Entity Organizational Documents or for monies loaned or advanced, for services rendered or otherwise, (e) to the extent permitted by applicable law, all of such Pledgor’s rights, if any, in the Pledged Entities, to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Pledged Interests, including, without limitation, any power to terminate, cancel or better by each Rating Agency or modify the Pledged Entity Organizational Documents, to exercise such Pledgor’s Voting Rights (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”as hereinafter defined), to execute any instruments and to take any and all other action on terms behalf of and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder such Pledgor in respect of its obligations under this Agreement the Pledged Interests, to make determinations, to exercise any election of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice remedies or options or to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereundergive or receive any notice, but such Pledgee shall not be obligated to cure any such default; (iii) that no consent, amendment, modification, waiver or termination approval, together with full power and authority to demand, receive enforce or collect any of this Agreement the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the Servicing Agreementforegoing, if the pledging Holder had the right (f) all of such Pledgor’s right, title and interest to consent to such amendmentany and all Distributions, modification, waiver or termination pursuant and (g) to the terms hereof or the Servicing Agreementextent not otherwise included, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies all proceeds of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account all of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee foregoing (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such eventcollectively, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure“Pledged Collateral”), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything (a) Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to the contrary contained hereinPledgee, for its benefit and the benefit of the Lenders, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any first priority lien on and perfected security interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is in (i) a Qualified Institutional Lenderall of the Pledged Equity and other equity interests of the Pledged Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) a financial institution whose long-term unsecured debt is rated at least “A” (any other shares of Pledged Equity hereafter pledged or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in referred to be pledged to Pledgee pursuant to this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such defaultAgreement; (iii) that no amendment, modification, waiver or termination all “investment property” as such term is defined in §9-102(a)(49) of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, UCC (as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefordefined below) with respect thereto; (iv) that any “security entitlement” as such term is defined in § 8-102(a)(17) of the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously UCC with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holderrespect thereto; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory all books and records relating to the Servicerforegoing; and (vi) thatall Accessions and Proceeds (as each is defined in the UCC) of the foregoing, upon written notice including, without limitation, all distributions (cash, stock or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase or sell, and other property, rights and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of any Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which any Pledgor is not the surviving corporation, all shares of each class of the Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by any Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to the Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, each Pledgor shall execute a supplement to Exhibit A (a “Redirection NoticePledge Supplement”) and deliver such Pledge Supplement to each non-pledging Holder the Pledgee and the Servicer Lenders. Any Pledged Collateral described in a Pledge Supplement delivered by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect Pledgor shall thereafter be deemed to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, listed on Exhibit A hereto. The Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally maintain possession and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account custody of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by certificates representing the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (Pledged Interests and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedadditional Pledged Collateral.

Pledge. Notwithstanding anything to the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A HoldersHolder; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each the non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agreewill be required: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each the non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each the non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any the non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each the non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything As security for the payment or performance in full when due of the Obligations, including each Guaranty of the Obligations, each Grantor hereby pledges to the contrary contained hereinAdministrative Agent and its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent and its successors and assigns, for the benefit of the Secured Parties, a Holder may pledgesecurity interest in all of such Grantor’s right, transfertitle and interest in, collaterally assign to and under (a) all Equity Interests now or hereafter directly held by such Grantor in (x) each Material Subsidiary that is a direct Wholly-Owned Subsidiary of such Grantor and (y) Nitrogen, including in the case of each of clauses (x) and (y) the Equity Interests listed on Schedule I, and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); (b) the Indebtedness owed to such Grantor and listed opposite the name of such Grantor on Schedule I and any Indebtedness (including, without limitation, any intercompany notes) directly obtained in the future by such Grantor and the certificates, promissory notes and other instruments, if any, evidencing such Indebtedness (the “Pledged Debt”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise encumber (a “Pledge”) its Note distributed in respect of, in exchange for or any interest therein to any entity (upon the conversion of, and all other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth Proceeds received in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee)respect of, the Servicer shall agree: Pledged Equity and Pledged Debt; (id) subject to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge Section 2.06, all rights and which notice shall be given simultaneously with the giving privileges of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Grantor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant to the applicable credit agreement or repurchase agreementin clauses (a), as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holderb), and until such Redirection Notice is withdrawn or rescinded by such Pledgee(c) above; and (e) subject to Section 2.06, Pledgee shall be entitled all Proceeds of any of the foregoing (the items referred to receive any payments in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”); provided that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to notwithstanding anything in this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability other Loan Document to the pledging Holder on account contrary, nothing in this Agreement shall constitute or be deemed to constitute a grant of a security interest in, and none of the Servicer’s Pledged Collateral shall include, any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or a non-pledging Holder’s compliance with any Redirection Notice believed by incidental thereto, unto the Servicer or any non-pledging HolderAdministrative Agent, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor successors and assigns, which are Qualified Institutional Lenders as for the successor benefit of the Secured Parties, forever, subject, however, to the pledging Holder’s rightsterms, remedies covenants and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. Notwithstanding anything As security for the payment and performance in full of the Obligations, the Pledgor hereby transfers, assigns, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, and grants to the contrary contained hereinCollateral Agent, for the benefit of the Secured Parties, a Holder may pledgefirst priority security interest (the "Security Interest") in all its right, transfertitle and interest in, collaterally assign to and under the following, whether now owned or otherwise encumber hereafter acquired, and including any securities account containing a securities entitlement with respect thereto: (a “Pledge”a) its Note the shares of capital stock listed in Schedule 1 hereto as being owned by it, and the certificates representing or evidencing such shares (the "Pledged Stock") and any interest therein to shares of capital stock of any entity Subsidiary (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title except to the related Note after extent such a pledge is prohibited by law or regulation of any Governmental Authority) obtained by it in the Lead Note A Securitization Date without future, and the prior written consent of the Note A Holderscertificates representing or evidencing such shares; provided, further, that no Pledgee (b) all other property which may take title be delivered to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice held by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination Collateral Agent pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request thereforhereof; (ivc) that subject to Section 5 below, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange thereof for or in substitution therefor or upon the Servicer shall give conversion of the securities referred to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder in clauses (a) and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligationb) to effect hereunder, as if such cure were made by such pledging Holderabove; (vd) that subject to Sections 4 and 5 below, all rights and privileges of the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Pledgor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) being collectively called, without limitation, the "Collateral"). Upon delivery to the applicable credit agreement Collateral Agent (a) any stock certificates, including those with respect to the Pledged Stock, notes, or repurchase agreement, other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and the Lenders' counsel and by such other instruments and documents as applicable, between the pledging Holder Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such Pledgee other instruments or documents as the Collateral Agent may request. With respect to all Pledged Securities consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (which notice need not be joined in or confirmed by the pledging Holder)a) execute and deliver, and until cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance satisfactory to the Collateral Agent covering such Redirection Notice is withdrawn Pledged Securities, or rescinded by (b) cause such Pledgee, Pledgee Pledged Securities to be transferred into the name of the Collateral Agent. Each subsequent delivery of Pledged Securities shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered accompanied by a Pledgee. A Pledgee schedule describing the securities theretofor and then being pledged hereunder, which schedule shall be permitted to exercise fully attached hereto as Schedule 1 and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor successors and assigns, which are Qualified Institutional Lenders as the successor forever; subject, however, to the pledging Holder’s rightsterms, remedies covenants and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (a) all Equity Interests directly owned by it as of the Closing Date and any other Equity Interests directly owned in the future by such Grantor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that Pledged Stock shall include the interests listed on Schedule I; (b)(i) any presently owned or hereafter acquired debt for borrowed money consisting of or evidenced by certificated securities or instruments and (ii) the promissory notes and any other instruments, if any, evidencing such debt for borrowed money (collectively, clauses (b)(i) and (b)(ii) shall be referred to herein as the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall include the debt securities and instruments listed on Schedule I; (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities and other property referred to in clauses (a) and (b) above; (d) all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. The security interest granted in the Pledged Collateral is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral. Notwithstanding anything to the contrary contained hereinin this Agreement, (a) this Section 3.01 shall not constitute a Holder may pledgegrant of a security interest (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01) in, transferand “Pledged Collateral” shall not include, collaterally assign any Excluded Assets, (b) this Section 3.01 shall not constitute a grant of a security interest (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01) in any asset or otherwise encumber property to the extent such grant of a security interest in such asset or property shall contravene the Agreed Security Principles or Section 9.21 of the Credit Agreement and (a “Pledge”c) its Note or any interest therein to any entity (other than any Borrower Partyas required pursuant to Section 3.02(e) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lenderhereof, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice Grantor shall be given simultaneously with the giving of such notice required to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure take any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods action with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee perfection of security interests in security accounts (which notice need not be joined in or confirmed by the pledging Holderincluding entering into control agreements), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything As security for the payment or performance, as the case may be, in full of the Obligations, each Pledgor hereby assigns and pledges to the contrary contained hereinCollateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a Holder may pledgesecurity interest in all of such Pledgor’s right, transfertitle and interest in, collaterally assign or otherwise encumber to and under (a) the Equity Interests in each Subsidiary directly owned by it and any other Equity Interests in a Subsidiary obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “PledgePledged Stock”); provided that the Pledged Stock shall not include any Excluded Asset; (b)(i) its Note or any interest therein the debt securities currently issued to any entity Pledgor (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lenderdebt securities constituting Pledged Debt Securities as of the date hereof shall be listed on Schedule II), (ii) a financial institution whose long-term unsecured any debt is rated at least “A” (or securities in the equivalent) or better by each Rating Agency or future issued to such Pledgor and (iii) a Qualified Conduit Lender the promissory notes and any other instruments, if any, evidencing such debt securities (each such entitycollectively, a the “PledgeePledged Debt Securities”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, all applicable terms payments of principal or interest, dividends, cash, instruments and conditions of this Section 17 are complied with; providedother property from time to time received, furtherreceivable or otherwise distributed in respect of, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 2.01(a) and this (b); (d) subject to Section 17. Upon written notice by the pledging Holder to each non-pledging Holder 2.06, all rights and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving privileges of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Pledgor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in Section 2.01(a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the applicable credit agreement or repurchase agreementterms, as applicable, between the pledging Holder covenants and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. Notwithstanding anything (a) Pledgor hereby pledges, assigns, hypothecates, delivers, sets over and grants to the contrary contained hereinPledgee a lien on and security interest in and to (x) all right, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any title and interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is of Pledgor in (i) a Qualified Institutional Lenderthe Pledged Interests, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (any certificates, instruments or documents representing the equivalent) or better by each Rating Agency or Pledged Interests, (iii) a Qualified Conduit Lender all options and other rights, contractual or otherwise, in respect of the Pledged Interests (each including, without limitation, any registration rights) and (iv) all dividends, distributions, liquidation proceeds, cash, instruments and other property (including, without limitation, additional stock or securities distributed in respect of any Pledged Interest by way of stock splits, spin-offs, reclassification, combination, consolidation, merger or similar arrangement) to which Pledgor is entitled with respect to the Pledged Interests, whether or not received by or otherwise distributed to Pledgor, whether such entitydividends, a “Pledgee”)distributions, on terms liquidation proceeds, cash, instruments and conditions other property are paid or distributed by the Partnership in respect of operating profits, sales, exchanges, refinancing, condemnations or insured losses of the assets of the Partnership, the liquidation of such, the Partnership's assets and affairs, management fees, guaranteed payments, repayment of loans, reimbursement of expenses or otherwise (the items set forth in this Section 17clause (x) collectively referred to herein as the "Distributions"), it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title (y) subject to the related Note after provisions of Section 4 below, Pledgor's rights, remedies, powers and benefits under the Lead Note A Securitization Date Partnership Agreement or under law, including, without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: limitation (i) all rights of Pledgor to give the Pledgee written notice of vote on any default by the pledging Holder in respect of its obligations matter specified therein or under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; law, (ii) all rights of Pledgor to allow such Pledgee cause an assignee to be substituted as a period partner in the Partnership in the place and stead of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunderPledgor, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendmentall rights, modificationremedies, waiver powers, privileges, security interests, liens, and claims of Pledgor for damages arising out of or termination for breach of this Agreement or default under the Servicing Partnership Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that all present and future claims, if any, of Pledgor against the Servicer shall give to such Pledgee copies Partnership under or arising out of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunderPartnership Agreement for monies loaned or advanced, as if such cure were made by such pledging Holder; for services rendered or otherwise, (v) that the Servicer shall deliver all rights of Pledgor to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory access to the Servicer; books and records of the Partnership and to other information concerning or affecting the Partnership, (vi) thatall rights of Pledgor to terminate the Partnership Agreement, upon written notice (a “Redirection Notice”) to each non-pledging Holder perform thereunder, to compel performance and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect otherwise to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder)exercise all remedies thereunder, and until such Redirection Notice is withdrawn (vii) all rights of Pledgor to acquire the rights or rescinded by such Pledgee, Pledgee shall be entitled to receive interests of any payments that other partner in the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally Partnership and absolutely releases each non-pledging Holder all increases and the Servicer from profits of any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holderforegoing and all proceeds thereof. The security interests, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under benefits of Pledgee granted by this AgreementSection 1(a) and all proceeds thereof are hereinafter collectively referred to as the "Pledged Collateral". Pledgor irrevocably and unconditionally waives all rights, and if any, which may exist in its favor to purchase or acquire any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing Pledged Collateral from and after such Transfer (i.e., realization upon the collateral by such Pledgee) date on which Pledgee or any assignee thereof or successful bidder at a foreclosure sale of the Pledged Collateral acquires the Pledged Collateral pursuant to the rights and agree to be bound by the terms and provisions of this Agreement. The rights of a remedies afforded Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedhereunder or any exercise thereof.

Pledge. Notwithstanding anything As security for the payment and performance in full of the Secured Obligations, each Grantor hereby transfers, grants, bargains, sells, conveys, pledges, sets over, endorses over, and delivers unto the Agent, and grants to the contrary contained hereinAgent, for its own benefit and for the benefit of the Lenders, a Holder may pledgesecurity interest in all of such Grantor's right, transfertitle and interest in and to, collaterally assign and hypothecates to the Agent (the "Hypothec") all of its interest in, (a) the shares of capital stock owned by such Grantor, which shares are listed in Part A of Schedule I annexed hereto next to such Grantor's name (the "Initial Pledged Stock") and any additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise encumber (a “Pledge”) its Note acquire, capital stock of the issuers listed in Part A of Schedule I annexed hereto, or any interest therein corporation successor thereto pursuant to an amalgamation or other reorganization, obtained in the future by any entity of the Grantors (other than collectively, the Initial Pledged Stock together with all such additional shares and securities pledged in the future, the "Pledged Stock"), (b) all instruments of indebtedness naming (whether now existing or hereinafter arising) any Borrower Party) Grantor as payee thereunder, which has extended a credit facility indebtedness shall be listed in Part B of Schedule I annexed hereto next to such Holder Grantor's name (the "Pledged Debt") and that is (ic) a Qualified Institutional Lendersubject to Section 5 below, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent proceeds of the Note A Holders; providedPledged Stock and Pledged Debt, furtherincluding, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 limitation, all cash, dividends, securities or other property at any time and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time receivable or otherwise distributed in respect of or in exchange pursuant to this Agreement a purchase, redemption, conversion or cancellation or other transformation for any of or all such Pledged Stock or Pledged Debt, all renewals thereof, and all accessions and substitutions thereto (the Servicing Agreementitems referred to in clauses (a) through (c) being collectively called the "Collateral"). Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder Upon delivery to the Agent, all securities now or notes now or hereafter included in the Collateral including, without limitation, the Pledged Stock and the Servicer from any liability Pledged Debt (the "Pledged Securities") shall be accompanied by undated stock or note powers, as the case may be, duly executed in blank or other instruments of transfer satisfactory to the pledging Holder on account Agent and by such other instruments and documents as the Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule showing a description of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holdersecurities theretofore and then being pledged hereunder, as applicable, to have been delivered by a Pledgee. A Pledgee which schedule shall be permitted attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. To the extent that the Civil Code of Quebec should be found to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such eventapply, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations amount of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to Hypothec granted hereby shall be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated$100,000,000.

Pledge. Notwithstanding anything As security for the payment and performance in full of the Secured Obligations, the Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over, and endorses over unto the Purchaser and its assignees, and grants to the contrary contained hereinPurchaser and its assignees, a Holder may pledgesecurity interest in, transfer, collaterally assign or otherwise encumber (a “Pledge”a) its Note the shares of capital stock listed in Schedule I annexed hereto next to the Grantor's name (the "Initial Pledged Stock") and any additional shares of capital stock or any interest therein to any entity other form of equity interests obtained in the future by the Grantor (other than any Borrower Party) which has extended a credit facility to collectively, the Initial Pledged Stock together with all such Holder and that is (i) a Qualified Institutional Lenderadditional shares pledged in the future or shares issued in replacement thereof, the "Pledged Stock"), (iib) a financial institution whose long-term unsecured all instruments of debt is rated at least “A” (whether now existing or hereinafter arising) by any of the equivalentissuers listed in Schedule I annexed hereto which name the Grantor as payee thereunder (the "Initial Pledged Debt") and any additional instruments of debt or better any other form of debt interests obtained in the future by each Rating Agency or the Grantor (iii) a Qualified Conduit Lender (each collectively, the Initial Pledged Debt together with all such entityadditional debt pledged in the future, a “Pledgee”the "Pledged Debt"), on terms (c) the software and conditions set forth computer programs, together with all related intellectual property and proprietary rights thereunder, listed in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note Schedule II annexed hereto (the "Initial Pledged Software") and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms modifications and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected enhancements thereto (including the name and address of the applicable Pledgee)collectively, the Servicer shall agree: (i) to give Initial Pledged Software together with all such additional modifications and enhancements thereto pledged in the Pledgee written notice of any default by future, the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder"Pledged Software"), and until such Redirection Notice is withdrawn (d) subject to Section 5 below, all proceeds of the Pledged Stock, the Pledged Debt and Pledged Software including, without limitation, all cash, securities or rescinded by such Pledgee, Pledgee shall be entitled to receive other property at any payments that the Servicer would otherwise be obligated to pay to the pledging Holder time and from time to time pursuant receivable or otherwise distributed in respect of or in exchange for any of or all such Pledged Stock, Pledged Debt and Pledged Software (the items referred to this Agreement or in clauses (a) through (d) being collectively called the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral"Collateral"), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything Each Pledgor hereby pledges to Agent, and grants to Agent for itself and the contrary contained hereinbenefit of Lenders, a Holder may pledgefirst priority security interest in all of the following (collectively, transferthe "Pledged Collateral"): the Pledged Shares and the certificates representing the Pledged Shares, collaterally assign and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder distributed in respect of its obligations under this Agreement or in exchange for any or all of which default the Servicer has actual knowledge Pledged Shares; and which notice shall be given simultaneously with the giving such portion, as determined by Agent as provided in Section 6(d) below, of such notice to the pledging Holder; (ii) to allow such Pledgee a period any additional shares of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreementcapital stock and/or other equity securities and ownership interests, as applicable, shall be effective against of a Pledged Entity from time to time acquired by such Pledgee without the written consent of such Pledgee, Pledgor in any manner (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shares shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that part of the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging HolderPledged Shares), and until the certificates representing such Redirection Notice is withdrawn additional shares, if any, and all dividends, distributions, cash, instruments and other property or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder proceeds from time to time pursuant to this Agreement received, receivable or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder otherwise distributed in respect of or in exchange for any or all of such additional stock; and the Servicer Pledged Indebtedness and the promissory notes or instruments evidencing the Pledged Indebtedness, and all interest, cash, instruments and other property and assets from any liability time to the pledging Holder on account time received, receivable or otherwise distributed in respect of the Servicer’s Pledged Indebtedness; and all additional Debt arising after the date hereof and owing to Pledgor by any Pledged Entity and evidenced by promissory notes or a non-pledging Holder’s compliance other instruments, together with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights such promissory notes and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure)instruments, and its successor all interest, cash, instruments and assignsother property and assets from time to time received, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee receivable or Qualified Institutional Lender shall assume otherwise distributed in writing the obligations respect of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedPledged Indebtedness.

Pledge. Notwithstanding anything The Pledgor hereby pledges to the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided Secured Party all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; providedmembership interests in the Pledged Tenants (the "Pledged Interests") listed in Exhibit B attached hereto and all other shares of stock, furthershares of beneficial interest, that no Pledgee membership interests or other ownership interests in the Pledged Tenants in which the Pledgor may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder have rights from time to time pursuant to and any other securities or other investment property and other collateral of the Pledgor now owned or hereafter acquired which under this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability are required to be pledged to the pledging Holder on account Secured Party, and in each case, all certificates representing such Pledged Interests or other investment property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of the Servicer’s Pledged Interests, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer other property from time to time acquired, receivable or any non-pledging Holderotherwise distributed in respect of, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment or in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such eventexchange for, the Servicer shall recognize such Pledgee foregoing, (the Pledged Interests and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure additional securities or similar sale held by such Pledgee or any transfer in lieu of foreclosurecollateral pledged hereunder, collectively, the "Pledged Collateral"), and its successor and assigns, which are Qualified Institutional Lenders as the successor Pledgor hereby grants to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume Secured Party a security interest in writing the obligations all of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (Pledged Collateral and the Servicer) unless proceeds thereof as security for the due and until such Pledgee shall have notified such non-pledging Holder punctual payment and performance of the Secured Obligations (and the Servicer, as applicable) in writing that its interest hereinafter defined). Pledgor's membership interests in the pledged Note has terminated.Pledged Tenants are not evidenced by any certificates or other instruments. If in the future Pledgor possesses or controls any certificates or

Pledge. Notwithstanding anything The State hereby grants, pledges and assigns unto the Trustee, and to its successors in said trusts, and to its assigns, all its right, title and interest in and to, and grants a security interest in (a) the Pledged Revenues, (b) amounts, securities, and any investment earnings with respect thereto in all Funds and Accounts established by or held hereunder other than the Project Fund and the Rebate Fund, and (c) any amounts payable to the contrary contained herein, State by a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein Hedge Provider pursuant to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional LenderHedge Agreement; TO HAVE AND TO HOLD all property, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or interests, rights and remedies described in the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on foregoing Pledge unto the Trustee and its successors in said trust and its assigns forever IN TRUST upon the terms and conditions trusts herein set forth in this Section 17for the equal and ratable benefit, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note security and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided protection of all applicable terms present and conditions future Holders of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder all Bonds from time to time pursuant issued under and secured by this Trust Agreement; PROVIDED, NEVERTHELESS, that the pledge hereby made is upon the further condition that if the State shall pay, or cause to this Agreement or be paid, as provided in Article XI hereof the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder principal of the Bonds and the Servicer from any liability premium, if any, and interest due or to become due thereon, at the times and in the manner mentioned herein and in the Bonds and shall pay or cause to be paid to the pledging Holder on account Trustee all sums of the Servicer’s money due or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), become due in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of hereof, and if the State shall perform and observe all the agreements, covenants and conditions to be performed and observed by it hereunder and under the Bonds, upon such final payments, performance and observance, this AgreementTrust Agreement shall cease; THIS TRUST AGREEMENT FURTHER WITNESSES THAT THE BONDS AND OBLIGATIONS OF THE STATE HEREUNDER SHALL CONSTITUTE SPECIAL OBLIGATIONS OF THE STATE FOR WHICH THE FULL FAITH AND CREDIT OF THE STATE HAS NOT BEEN PLEDGED BUT SHALL BE PAYABLE SOLELY FROM THE PLEDGED FUNDS. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (THIS TRUST AGREEMENT FURTHER WITNESSES that the State and the Servicer) unless and until such Pledgee shall Trustee have notified such non-pledging Holder (and the Servicer, further agreed as applicable) in writing that its interest in the pledged Note has terminated.follows:

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby assigns and pledges to Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to Collateral Agent, its successors and assigns, for the benefit of Secured Parties, a security interest in, all of such Pledgor’s right, title and interest in, to and under and whether direct or indirect, whether legal, beneficial, or economic, whether fixed or contingent and whether now or hereafter existing or arising (a) all Equity Interests now owned or at any time hereafter acquired by such Pledgor (other than (i) any Equity Interests that constitute Excluded Assets and (ii) any Equity Interests directly owned by the Parent in any Person other than the Issuers, any Subsidiary Guarantor, any Ohio Joint Ventures and the Double E Joint Venture), including the Equity Interests set forth opposite the name of such Pledgor on Schedule I, and all certificates and other instruments representing such Equity Interests (the “Pledged Stock”); (b) the debt securities now owned or at any time hereafter acquired by such Pledgor, including the debt securities set forth opposite the name of such Pledgor on Schedule I, and all promissory notes and other instruments evidencing such debt securities (collectively, the “Pledged Debt”); (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities and instruments referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any and all of the foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). Notwithstanding anything to the contrary contained hereincontrary, a Holder may pledgeno pledge or security interest is created hereby in, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee Pledged Collateral shall not be obligated to cure include, any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedExcluded Assets.

Pledge. Notwithstanding anything The Pledgor hereby pledges, assigns, hypothecates, transfers and delivers to the contrary contained hereinPledgee, and hereby grants to Pledgee, as agent for the benefit of the Lenders, a Holder first lien on, and security interest in, (a) the Initial Pledged Stock, (b) all shares of stock, common or preferred, options, interests, participations, and other equivalents, warrants, convertible debentures and all agreements, instruments and documents convertible, in whole or part, into any one or more of the foregoing (collectively, "Stock") of the Issuer which Pledgor shall, from time to time, become entitled to receive or shall receive as set forth in Section 3 hereof (together with any Stock options or rights received pursuant to Section 3 hereof, the "Additional Pledged Stock"; the Additional Pledged Stock and the Initial Pledged Stock being sometimes hereinafter referred to as the "Pledged Stock"), (c) all other Collateral (as defined in Section 4 hereof) as may pledgebe pledged to Pledgee at any time and from time to time hereunder and (d) all proceeds thereof, transfertogether with appropriate undated stock powers duly executed in blank except as to the name of the issuer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is as collateral security for (i) a Qualified Institutional Lenderthe due and punctual payment and performance by Pledgor of its obligations, covenants, agreements and liabilities, absolute or contingent, liquidated or unliquidated, now existing or hereinafter incurred under, arising out of or in connection with this Agreement, (ii) a financial institution whose long-term unsecured debt is rated the prompt and complete payment when due (whether at least “A” (the stated due date, by acceleration or otherwise) of the equivalent) or better unpaid principal of and interest on the Notes issued to evidence the Loans made by each Rating Agency or the Lenders to the Pledgor pursuant to the Credit Agreement as well as collection costs therefor, and (iii) a Qualified Conduit Lender the due and punctual payment and performance by Pledgor of all other Obligations (each such entity, a “Pledgee”), on terms and conditions set forth as defined in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title the Credit Agreement) to the related Note after Lenders, absolute or contingent, liquidated or unliquidated, now existing or hereinafter incurred (all the Lead Note A Securitization Date without foregoing being hereinafter called the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee"Obligations"), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything Each Pledgor hereby assigns and transfers to the contrary contained hereinCollateral Agent and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a Holder security interest in and continuing Lien on all of such Pledgor’s right, title and interest in all property of such Pledgor identified below, in each case whether now owned or existing or hereafter acquired or in which such Pledgor now has or at any time in the future may pledge, transfer, collaterally assign acquire or otherwise encumber arising and wherever located (a all of which being hereinafter collectively referred to as the “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “PledgeeCollateral”), on terms as collateral security for prompt and conditions set forth in this Section 17complete payment and performance when due (whether at stated maturity, it being further agreed that a financing provided by a Pledgee to such pledging Holder acceleration or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent otherwise) of the Note A Holders; providedPledgor Obligations: (a) all of such Pledgor’s limited liability company interests in the Issuers and all after acquired limited liability company interests in the Issuers (collectively, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee“LLC Interests”), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (including but not the obligation) limited to effect hereunder, those LLC Interests described on Schedule 1 (as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver schedule may be amended or supplemented from time to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holdertime), and until all of such Redirection Notice is withdrawn Pledgor’s rights to acquire limited liability company interests in any Issuer in addition to or rescinded in exchange or substitution for the LLC Interests and all other Equity Interests in any Issuer owned by such PledgeePledgor; (b) all of such Pledgor’s rights, Pledgee shall privileges, authority and powers as a member of an Issuer under the Operating Agreement and the other Organizational Documents of the Issuers; (c) all certificates or other documents representing any and all of the foregoing in clauses (a) and (b); (d) all dividends, distributions, cash, securities, instruments and other property or proceeds of any kind to which such Pledgor may be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder in its capacity as member of an Issuer by way of distribution, return of capital or otherwise, including from time to time pursuant to this Agreement received, receivable or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from otherwise distributed in respect of or in exchange for any liability to the pledging Holder on account or all of the Servicer’s or a non-pledging Holder’s compliance with LLC Interests; (e) without affecting any Redirection Notice believed by the Servicer obligations of such Pledgor or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against Issuer under any of the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral)other Loan Documents, in accordance with applicable law and this Agreement. In the event of any consolidation or merger in which any Issuer is not the surviving Person, all of such event, Pledgor’s ownership interests of any class or character in the Servicer shall recognize successor Person formed by or resulting from such Pledgee consolidation or merger; (and f) any transferee (other than any Borrower Party) claim which is also a Qualified Institutional Lender at any foreclosure such Pledgor now has or similar sale held by may in the future acquire in its capacity as member of an Issuer against such Pledgee or any transfer in lieu of foreclosure), Issuer and its successor property; and assigns(g) all Proceeds, which are Qualified Institutional Lenders as the successor products and accessions of and to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest property described in the pledged Note has terminated.preceding clauses (a) through (f) above. 3.2

Pledge. Notwithstanding anything The Pledgor hereby pledges to the contrary contained hereinAgent, and grants to the Agent, a Holder may pledgefirst priority security interest in, transferall of the following (collectively, collaterally assign the "Pledged Collateral"): the Pledged Shares owned by the Pledgor listed on Schedule I hereto and the certificates representing the Pledged Shares, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder distributed in respect of its obligations under this Agreement or in exchange for any or all of which default the Servicer has actual knowledge and which notice shall be given simultaneously with Pledged Shares; all additional shares of stock of any issuer of the giving of such notice Pledged Shares from time to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default time acquired by the pledging Holder Pledgor in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; manner (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shares shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that part of the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging HolderPledged Shares), and until the certificates representing such Redirection Notice is withdrawn additional shares, and all dividends, distributions, cash, instruments and other property or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder proceeds from time to time pursuant to this Agreement received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and all shares of any Person who, after the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account date of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and becomes, as a result of any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations occurrence, a wholly-owned Subsidiary of the pledging Holder hereunder accruing from and after such Transfer Pledgor (i.e., realization upon which shares shall be deemed to be part of the collateral by such PledgeePledged Shares) and agree the certificates representing such shares, and all dividends, cash, instruments and other property or proceeds from time to be bound by time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares. Notwithstanding the terms foregoing, if the Pledgor is unable to deliver to the Agent stock certificates representing all of the issued and provisions outstanding shares of Capital Stock of HumanCAD Systems, Inc., an Ontario corporation, concurrently with the execution and delivery of this Agreement. The rights , then the Pledgor agrees (i) not to pledge such shares of a Pledgee under this Section 17 shall remain effective Capital Stock in favor of any other Person, and (ii) to pledge such shares of Capital Stock to the Agent as to each non-pledging Holder (and promptly as practicable after the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedPledgor comes into possession thereof.

Pledge. Notwithstanding anything As security for the payment and performance in full of the Secured Obligations, the Grantor hereby pledges (hypothecates) and, subject to the contrary contained hereinIntercreditor Agreement, a Holder may pledgedelivers unto the Trustee all of the Grantor's right, transfertitle and interest in and to, collaterally assign 2,000 class A shares in the capital of Gestion CCM (1983) Inc./CCM Holdings (1983) Inc. ("CCM") owned by the Grantor (the "Initial Pledged Stock") represented by certificate No.: 5 and hereby hypothecates any additional shares of the capital of, and all securities convertible into and warrants, options and other rights to purchase or otherwise encumber (a “Pledge”) its Note acquire shares in the capital of CCM or any interest therein corporation successor thereto pursuant to any entity an amalgamation or other reorganization, obtained in the future by the Grantor (other than any Borrower Partycollectively, the Initial Pledged Stock together with all such additional shares and securities pledged in the future, the "Pledged Stock") which has extended a credit facility and (b) subject to such Holder and that is (i) a Qualified Institutional LenderSection 5 below, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent proceeds of the Note A Holders; providedPledged Stock, furtherincluding, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 limitation, all cash, dividends, securities or other property at any time and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time receivable or otherwise distributed in respect of or in exchange for pursuant to this Agreement a purchase, redemption, conversion or cancellation or other transformation for any of or all such Pledged Stock and all accessions and substitutions thereto (the Servicing Agreementitems referred to in clauses (a) and (b) being collectively called the "Collateral"). Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability Upon delivery to the pledging Holder on account Trustee, all securities now or hereafter included in the Collateral including, without limitation, the Pledged Stock shall be accompanied by an undated stock power duly executed in blank or another an other instrument of transfer satisfactory to the Trustee and by such other instruments and documents as the Trustee may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule showing a description of the Servicer’s or a non-pledging Holder’s compliance with securities theretofore and then being pledged hereunder. Each schedule so delivered shall supersede any Redirection Notice believed by prior schedules so delivered. The amount of the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee hypothecs granted hereby shall be permitted to exercise fully its rights and remedies against Cdn $75,000,000 with interest thereon, from the pledging Holder to such Pledgee (and accept an assignment in lieu date hereof at the rate of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated25% per annum.

Pledge. Notwithstanding anything Upon the terms hereof, for value received, Pledgor hereby irrevocably and unconditionally pledges, assigns, hypothecates and transfers to Secured Party, for the ratable benefit of itself, the other Lenders a party to the contrary contained hereinCredit Agreement, a Holder may pledgefirst and prior pledge and security interest in (1) all membership, transferlimited liability company, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (limited partnership and other than any Borrower Party) which has extended a credit facility to such Holder and that is ownership interests of (i) Hallwood Realty, LLC, a Qualified Institutional LenderDelaware limited liability company ("Hallwood Realty"), now or hereafter owned beneficially or of record by Pledgor, including, without limitation, the ownership interests described on Exhibit A attached hereto (together with any certificate or instrument evidencing such interest), (ii) Hallwood Commercial Real Estate, LLC, a financial institution whose long-term unsecured debt is rated at least “A” Delaware limited liability company ("HCRE"), now or hereafter owned beneficially or of record by Pledgor, including, without limitation, the equivalent) ownership interests described on Exhibit A attached hereto (together with any certificate or better by each Rating Agency or instrument evidencing such interest), and (iii) a Qualified Conduit Lender (each such entityHallwood Realty Partners, L.P., a “Pledgee”Delaware limited partnership ("HRY"; and together with Hallwood Realty and HCRE, collectively referred to herein as the "Companies" and individually as a "Company"), owned beneficially or of record by Pledgor, and described on terms Exhibit A attached hereto (together with any certificate or instrument evidencing such interest) (all of the foregoing being referred to herein as the "Pledged Equity"), (2) any and conditions set forth in this Section 17all proceeds or other sums arising from or by virtue of, it being further agreed that a financing provided by a Pledgee to such pledging Holder and all dividends and distributions (cash or otherwise) payable and/or distributable with respect to, all or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder)Pledged Equity, and until such Redirection Notice is withdrawn or rescinded by such Pledgeeall cash, Pledgee shall be entitled to receive securities, dividends and other property at any payments that the Servicer would otherwise be obligated to pay to the pledging Holder time and from time to time pursuant to this Agreement receivable or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from otherwise distributed in respect of or in exchange for any liability to the pledging Holder on account or all of the Servicer’s Pledged Equity and any other property substituted or a non-pledging Holder’s compliance with any Redirection Notice believed by exchanged therefor (all of the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee foregoing described in clauses (and accept an assignment in lieu of foreclosure as to such collateral1), in accordance with applicable law (2) and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party3) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders being collectively referred to herein as the successor to the pledging Holder’s rights, remedies and obligations under "Collateral"). Unless otherwise defined in this Agreement, terms used herein shall have the meanings set forth in the Credit Agreement, dated as of December 21, 1999, among Pledgor, The Hallwood Group Incorporated, a Delaware corporation ("Parent"), Secured Party, and the Lenders (such agreement, together with all amendments, modifications and restatements, including, without limitation, those that increase the amount of indebtedness thereunder, being referred to herein as the "Credit Agreement"). Notwithstanding any such Pledgee or Qualified Institutional Lender shall assume contrary provision in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee , however, the pledge hereunder is limited to the extent, if any, required so that such pledge is not subject to avoidance under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedapplicable bankruptcy or other debtor relief laws.

Pledge. Notwithstanding anything In consideration of Pledgee's agreement to enter into the contrary contained hereintransactions contemplated in the Settlement Agreement, a Holder may pledgePledgor ratifies, transferreaffirms, collaterally assign or otherwise encumber (a “Pledge”) and restates its Note or any interest therein grant to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent perfected first lien and security interest in: (a) 600,000 shares of the Note A Holders; providedcommon stock of Borrower, furtherevidenced by stock certificate number BC 0650, that no duly endorsed in blank and delivered to Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 simultaneously with Pledgor's execution and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address delivery of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing 1998 Security Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vib) thatall unexercised stock options previously issued by Pledgee to Pledgor (collectively, upon written notice (a “Redirection Notice”) the "Shares"). Pledgor appoints Pledgee its attorney-in-fact, and hereby grants to each non-pledging Holder Pledgee an irrevocable power of attorney coupled with an interest, to arrange for the transfer of the Shares on the books of Borrower to the name of Pledgee, and to take any and all other actions necessary or appropriate to effect said transfer. Pledgee will hold the Shares as security for the payment and performance of all of Pledgee's obligations under the Loans, the Old Notes, the New Notes, and the Servicer by such Pledgee that Settlement Agreement (collectively, the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder"Obligations"), and until such Redirection Notice is withdrawn will not encumber or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account dispose of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), Shares except in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights Pledgor acknowledges and agrees that upon the occurrence of a Liquidity Event (as defined below), Pledgee's first lien and security interest will continue in all Proceeds (as defined below) of the Shares. For the purposes of this Agreement, (a) a "Liquidity Event" means the date when Pledgee under this Section 17 shall remain effective as sells substantially all of its assets and business to each non-pledging Holder a third party, sells control of its equity securities to a third party or parties, or engages in any merger or other reorganization with a third party whereby the third party or parties acquire control; and (b) "Proceeds" means: (1) whatever is received upon the sale, exchange, collection, or other disposition of the Shares; (2) all payments and/or distributions made with respect to the Shares; and the Servicer(3) unless and until such Pledgee shall have notified such non-pledging Holder (all cash and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatednoncash proceeds thereof.

Pledge. Notwithstanding anything The Pledgors hereby pledge to the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber Secured Parties all of the shares of beneficial interests in each of the Entities comprising Tenant (a the “PledgePledged Interests”) its Note or any interest therein to any entity (and all other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s shares of beneficial interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent each of the Note A Holders; provided, further, that no Pledgee Entities comprising Tenant in which the Pledgors may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder have rights from time to time pursuant to and any other securities or other investment property and other collateral of the Pledgors now owned or hereafter acquired which under this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability are required to be pledged to the pledging Holder on account Secured Parties, and in each case, all certificates representing such Pledged Interests or other investment property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of the Servicer’s Pledged Interests, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer other property from time to time acquired, receivable or any non-pledging Holderotherwise distributed in respect of, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment or in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such eventexchange for, the Servicer shall recognize such Pledgee foregoing, (the Pledged Interests and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure additional securities or similar sale held by such Pledgee or any transfer in lieu of foreclosurecollateral pledged hereunder, collectively, the “Pledged Collateral”), and its successor and assigns, which are Qualified Institutional Lenders as the successor Pledgors hereby grant to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume Secured Parties a security interest in writing the obligations all of the pledging Holder hereunder accruing from Pledged Collateral and after such Transfer the proceeds thereof as security for the due and punctual payment and performance of the Secured Obligations (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreementas hereinafter defined). The rights of a Pledgee under this Section 17 shall remain effective as Pledgors have delivered to each non-pledging Holder (and deposited with the Servicer) unless Secured Parties any and until such Pledgee shall have notified such non-pledging Holder (all certificates or other instruments representing the Pledged Collateral and the Servicerundated trust share powers endorsed in blank, as applicable) in writing that its interest security for the payment and performance of all of the Secured Obligations. If in the pledged Note has terminatedfuture any Pledgor possesses or controls any other certificates or other instruments representing the Pledged Collateral, such Pledgor shall immediately and without notice deliver the same to the Secured Parties together with undated trust share powers endorsed in blank, as security for the payment and performance of all of the Secured Obligations.

Pledge. Notwithstanding anything To secure the payment and performance of the Secured Obligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Secured Party, for the benefit of itself and Lenders, and grants to Secured Party, for the contrary contained hereinbenefit of itself and Lenders, a Holder may pledgelien upon and a security interest in (a) all capital stock and voting securities of the Subsidiary now owned or hereafter acquired by Pledgor, transferand any other entity of which Pledgor now owns or hereafter acquires 25% or more of the issued and outstanding capital stock or voting securities (all such entities, collaterally assign collectively, the “Pledged Subsidiaries”) and (b) any cash, additional shares or securities or other property at any time and from time to time receivable or otherwise encumber distributable in respect of, in exchange for, or in distribution of, any and all such stock and voting securities, together with the proceeds thereof (a all such shares, common stock, capital stock, securities, cash, property and other proceeds thereof, collectively, the “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “PledgeePledged Co llateral”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions . For purposes of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee)Agreement, the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent term “securities” shall be deemed to include capital stock of corporations, partnership interests in general partnerships and any type of limited partnership and membership interests in limited liability companies, in each case whether certificated or uncertificated. All securities issued by the Pledged Subsidiaries and owned by Pledgor are hereinafter referred to as the “Pledged Securities”. Upon delivery to Secured Party, (A) any certificated securities now or hereafter included in the Pledged Collateral shall be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder accompanied by duly executed stock powers in blank and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, other instruments or documents as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall Secured Party or its counsel may reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.request and

Pledge. Notwithstanding anything (a) Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the contrary contained hereinbenefit of itself and Buyers, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any first lien on and first priority perfected security interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is in (i) a Qualified Institutional Lenderall of the Capital Stock, membership interests or other equity interests of the Pledged Entities now owned or hereafter acquired by such Pledgor (collectively, the "PLEDGED SHARES", which include, without limitation, the owned shares described on Exhibit A attached hereto), (ii) a financial institution whose long-term unsecured debt is rated at least “A” (all other property hereafter delivered to, or in the equivalent) possession or better by each Rating Agency in the custody of, Pledgee, in substitution for or in addition to the Pledged Shares, (iii) any other property of a Qualified Conduit Lender Pledgor, as described in Section 4 below or otherwise, now or hereafter delivered to, or in the possession or custody of a Pledgor, and (each such entity, a “Pledgee”iv) all proceeds of the collateral described in the preceding clauses (i), on terms (ii) and conditions set forth (iii) (the collateral described in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions clauses (i) through (iv) of this Section 17 are complied with; provided2 being collectively referred to as the "PLEDGED COLLATERAL"), furtheras collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent by acceleration or otherwise) of the Note Obligations. All of the Pledged Shares now owned by a Pledgor which are presently represented by stock certificates or membership interests certificates are listed on Exhibit A Holders; providedhereto, furtherwhich stock certificates or membership interest certificates, that no with undated stock powers duly executed in blank by the applicable Pledgor and irrevocable proxies, are being delivered to Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17simultaneously herewith. Upon written notice by the pledging Holder to each non-pledging Holder and creation or acquisition of any new Pledged Shares, Pledgor shall execute an Addendum in the Servicer that form of Exhibit C attached hereto (a "PLEDGE ADDENDUM"). Any Pledged Collateral described in a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer Addendum executed by Pledgor shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall thereafter be deemed to be given if listed on Exhibit A hereto. Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder maintain possession and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account custody of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by certificates representing the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (Pledged Shares and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedadditional Pledged Collateral.

Pledge. Notwithstanding anything Subject to the contrary contained hereinterms and conditions hereof, a Holder may pledgeand in order to secure the Secured Obligations, transfereach Pledgor hereby pledges to Secured Parties for its benefit all of its rights, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein titles and interests in and to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is the Pledged Interests, together with (i) a Qualified Institutional Lendersubject to the rights of Pledgor set forth in Section 5, all dividends and distributions (whether in cash, shares, warrants, options, or other interests or securities), cash, instruments or other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Interests, and (ii) all cash and non-cash proceeds of the foregoing, and each Pledgor hereby grants to Secured Parties a financial institution whose long-term unsecured debt is rated at least “A” present and continuing security interest in, and hereby assigns, transfers, interests, hypothecates and sets over to Secured Parties, all of such Pledgor’s rights, titles and interests in and to the Pledged Interests (and in and to any certificates or instruments evidencing the equivalentitems described in clauses (i) or better and (ii) above) to be held by each Rating Agency or (iii) a Qualified Conduit Lender (each such entitySecured Parties, a “Pledgee”), on upon the terms and conditions set forth in this Section 17Agreement. In the event that any of the Pledged Interests are hereafter represented by certificates, it being further agreed that a financing provided the applicable Pledgor shall give Secured Parties prompt written notice thereof and shall deliver to Secured Parties any and all certificates representing the Pledged Interests accompanied by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured undated transfer powers duly executed in blank by such Holder’s interest Pledgor and any and all certificates and instruments evidencing the items described in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: clauses (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow above promptly upon such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging HolderPledgor’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedreceipt thereof.

Pledge. Notwithstanding anything to the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A HoldersHolder; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each the non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each the non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each the non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any the non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which assigns that are Qualified Institutional Lenders Lenders, as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each the non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Nx, and grants to Nx a security interest in, (a) any and all shares of Nx capital stock that Pledgor now owns, in excess of 34,428 shares of Nx capital stock, or which Pledgor may receive as a result of exercise of the Options (defined below), (b) any shares of Nx capital stock received by Pledgor pursuant to the contrary contained hereinSettlement Agreement among Nx, a Holder may pledgePledgor, transferand certain other persons dated December 29, collaterally assign or otherwise encumber 2000 (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lenderthe "Settlement Agreement"), (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth together with stock described in this Section 171, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected clause (including the name and address of the applicable Pledgeea), the Servicer shall agree: "Shares"), (ic) any and all rights to give the Pledgee written notice of any default acquire Nx capital stock pursuant to options now held by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default Pledgor or received by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination Pledgor pursuant to the terms hereof or the Servicing Settlement Agreement, as applicableto the fullest extent provided by law (the "Options"), shall be effective against such Pledgee without and (d) subject to the written consent terms of this Agreement, any and all other property acquired upon transfer of any of the property described in the preceding clauses (a), (b) and (c), but excluding an property acquired upon transfer or in respect of, including by dividend, pursuant to capital restructuring or pursuant to the Settlement Agreement, the 34,428 shares of Nx capital stock excluded from clause (a) above (all of the foregoing property described in this sentence being the "Collateral"), in order to secure all obligations of Pledgor under the Note. To the extent that Pledgor holds Options to acquire capital stock of Nx, then upon exercise of such Pledgee, which consent options from time to time Pledgor shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed pay to be given if Pledgee shall fail Nx one-half of the proceeds of the sale of such stock to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default pay amounts due under the Mortgage Loan simultaneously with Note. Further, without limiting the giving provisions of same other sections of this Agreement, from time to time, within 2 business days of a request of Pledgor, Nx will release certificates representing the Shares to the pledging Holder and accept any cure thereof by transfer agent for Nx' common stock to enable Pledgor to transfer such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably requestShares, provided that any proceeds of such certificate(s) transfer, other than as provided in the previous sentence, shall be delivered to Nx to pay amounts due under the Note (or if such proceeds are not cash, to be held as Collateral hereunder). Unless proceeds of any such transfer are used to pay the Note off in full, no such transfer shall be made except in exchange for property having a form reasonably satisfactory fair market value at least equal to the Servicer; Collateral to be transferred. In the event that certificates representing shares are not released and sent via overnight mail to Pledgor within 5 business days of Pledgor's request for such certificates (vi) thatthe "Determination Date"), upon written notice (a “Redirection Notice”) to each non-pledging Holder and Nx will indemnify Pledgor for any diminution in value of such shares from the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect Determination Date to the pledging Holder’s obligations to date that Pledgor actually receives such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedcertificates.

Pledge. Notwithstanding anything The Pledgor hereby pledges, assigns, hypothecates, transfers and delivers to the contrary contained hereinPledgee, and hereby grants to Pledgee a Holder first lien on, and security interest in, (a) the Initial Pledged Stock, (b) all shares of stock, common or preferred, options, interests, participations, and other equivalents, warrants, convertible debentures and all agreements, instruments and documents convertible, in whole or part, into any one or more of the foregoing (collectively, "Stock") of the Issuers which Pledgor shall, from time to time, become entitled to receive or shall receive as set forth in SECTION 3 hereof (together with any Stock options or rights received pursuant to SECTION 3 hereof, the "Additional Pledged Stock"; the Additional Pledged Stock and the Initial Pledged Stock being sometimes hereinafter referred to as the "Pledged Stock"), (c) all other Collateral (as defined in SECTION 4 hereof) as may pledgebe pledged to Pledgee at any time and from time to time hereunder and (d) all proceeds thereof, transfertogether with appropriate undated stock powers duly executed in blank, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is as collateral security for (i) a Qualified Institutional Lenderthe due and punctual payment and performance by Pledgor of its obligations, covenants, agreements and liabilities, absolute or contingent, liquidated or unliquidated, now existing or hereinafter incurred under, arising out of or in connection with this Agreement, (ii) a financial institution whose long-term unsecured debt is rated the prompt and complete payment when due (whether at least “A” (the stated due date, by acceleration or otherwise) of the equivalent) or better unpaid principal of and interest on the Notes issued to evidence the Loans made by each Rating Agency or Pledgee to Borrower pursuant to the Loan Agreement as well as collection costs therefor, and (iii) a Qualified Conduit Lender the due and punctual payment and performance by Borrower of all Obligations (each such entity, a “Pledgee”), on terms and conditions set forth as defined in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (iLoan Agreement) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheldabsolute or contingent, conditioned liquidated or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendmentunliquidated, modification, waiver now existing or termination within 10 days after request therefor; hereinafter incurred (iv) that all the Servicer shall give to such Pledgee copies of any notice of default under foregoing being hereinafter called the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder"Obligations"), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything As collateral security for the payment and performance when due of all the Secured Obligations, the Pledgor hereby pledges, assigns, transfers and grants to Collateral Agent for the benefit of the Secured Parties, a continuing first priority security interest in and to all of the right, title and interest of the Pledgor in and to the contrary contained hereinfollowing property, a Holder may pledgewhether now existing or hereafter acquired, transfer(collectively, collaterally assign or otherwise encumber the "Pledged Collateral"): the issued and outstanding shares of capital stock described on Schedule I hereto (a “Pledge”) its Note or "the Pledged Shares"), including the certificates representing the Pledged Shares and any interest therein to of the Pledgor in the entries on the books of any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title intermediary pertaining to the related Note after the Lead Note A Securitization Date without the prior written consent Pledged Shares; all additional shares of capital stock of any issuer of the Note A Holders; provided, further, that no Pledgee may take title Pledged Shares from time to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice time acquired by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected Pledgor in any manner (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent securities shall be deemed to be given if Pledgee shall fail to respond to part of the Pledged Shares) and the certificates representing such additional securities and any request for consent to interest of the Pledgor in the entries on the books of any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give financial intermediary pertaining to such Pledgee copies of any notice of default under additional securities; all intercompany notes described on Schedule II hereto (the Mortgage Loan simultaneously with the giving of same to the pledging Holder "Intercompany Notes") now owned or held by Pledgor and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant acquired by Pledgor in any way, and all certificates or instruments evidencing such Intercompany Notes and all proceeds thereof, all accessions thereto and substitutions therefor; all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital, income, profits and other property, interests or proceeds from time to time received, receivable or otherwise distributed to the Pledgor in respect of or in exchange for any or all of the Pledged Shares (collectively, "Distributions"); and 198 all Proceeds (as defined under the Uniform Commercial Code as in effect in any relevant jurisdiction (the "UCC") or under other relevant law) of any of the foregoing, and in any event, including, without limitation, any and all (i) proceeds of any insurance (except payments made to a Person which is not a party to this Agreement Agreement), indemnity, warranty or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability guarantee payable to Collateral Agent or to the pledging Holder on account Pledgor from time to time with respect to any of its respective Pledged Collateral, (ii) payments (in any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of its respective Pledged Collateral by any Governmental Authority (or any person acting under color of a Governmental Authority), (iii) instruments representing obligations to pay amounts in respect of Pledged Shares, (iv) products of the Servicer’s Pledged Collateral and (v) other amounts from time to time paid or a non-pledging Holder’s compliance payable under or in connection with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedPledged Collateral.

Pledge. Notwithstanding anything As security for the payment or performance, as the case may be, in full of the Obligations, the Pledgor hereby assigns and pledges to the contrary contained hereinCollateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a Holder may pledgesecurity interest in, transferall of the Pledgor’s right, collaterally assign or otherwise encumber (a “Pledge”) its Note or any title and interest therein in, to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is under (i) a Qualified Institutional Lenderall Equity Interests of Targa Resources Inc. (“OpCo”) held by it and listed on Schedule I and any other Equity Interests of OpCo obtained in the future by the Pledgor and the certificates representing all such Equity Interests (the “Pledged Equity”); (ii)(A) the debt securities representing Indebtedness of OpCo to the Pledgor held by the Pledgor listed on Schedule I, (B) any debt securities representing Indebtedness of OpCo to the Pledgor obtained in the future by the Pledgor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) any other Indebtedness owed to the Pledgor by, or other Investments in, OpCo, (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities and other property referred to in clauses (i), (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or and (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holderabove; (v) that subject to Section 2.06, all rights and privileges of the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory Pledgor with respect to the Servicersecurities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond all Proceeds of any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by foregoing (the Servicer or any non-pledging Holder, as applicable, items referred to have been delivered by a Pledgee. A Pledgee shall be permitted in clauses (i) through (vi) above being collectively referred to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated“Pledged Collateral”).

Pledge. Notwithstanding anything The Pledgor hereby pledges, hypothecates, assigns, ------ transfers, sets over and delivers unto the Pledgee for the benefit of the Lenders, and grants to the contrary contained hereinPledgee for the benefit of the Lenders a security interest in, all of the Pledgor's right, title and interest in, to and under the following (collectively, the "Pledged Collateral"): (a) all of the common stock, shares, equity interest, ownership interest, beneficial interest and other securities (collectively, "Securities") of Karalea, Inc., a Holder may pledgeGeorgia corporation ("Karalea"), transfer, collaterally assign or otherwise encumber Marthasville Trading Company (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity"Marthasville"), a “Pledgee”)Georgia corporation, and HFMI Acquisition Corporation, a Delaware corporation, the HFMI Trust ("Newco"; Karalea, Marthasville, Newco and the HFMI Trust are collectively referred to as the "Issuers" and individually referred to as an "Issuer") and as more particularly described on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or Schedule 1 attached hereto; (b) any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent additional Securities of the Note A Holders; provided, further, that no Pledgee Issuers as may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time be issued to the Pledgor or otherwise acquired by the Pledgor; (c) any cash or additional Securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution of, any of the property referred to in any of the immediately preceding clauses (a) and (b); and (d) any and all products and proceeds of any of the foregoing, together with and all other rights, titles, interests, powers, privileges and preferences pertaining to said property. As used herein, "HFMI Trust" shall mean the trust ---------- established pursuant to this the Trust Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally dated as of even date herewith between Pledgor and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging HolderWilmington Trust Company, as applicabletrustee, with respect to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedcertain intellectual property described therein.

Pledge. Notwithstanding anything (a) Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the contrary contained hereinbenefit of Lender, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any first lien on and first priority perfected security interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is in (i) a Qualified Institutional Lenderall of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) a financial institution whose long-term unsecured debt is rated at least “A” (any other shares of Pledged Equity hereafter pledged or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in referred to be pledged to Pledgee pursuant to this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging HolderAgreement; (ii) to allow all “investment property” as such Pledgee a period term is defined in §9-102(a)(49) of ten the UCC (10as defined below) days to cure a default by the pledging Holder in with respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request thereforthereto; (iv) that any “security entitlement” as such term is defined in § 8-102(a)(17) of the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously UCC with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holderrespect thereto; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory all books and records relating to the Servicerforegoing; and (vi) thatall Accessions and Proceeds (as each is defined in the UCC) of the foregoing, upon written notice including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of any Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which any Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Redirection NoticePledge Addendum”) ). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, listed on Exhibit A hereto. Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally maintain possession and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account custody of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by certificates representing the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (Pledged Interests and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedadditional Pledged Collateral.

Pledge. Notwithstanding anything to As security for the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder timely payment and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth performance in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent full of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying obligations of the requirements for transfer set forth in Section 16 and Pledgor under this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder Agreement and the Servicer that a Pledge has been effected other Loan Documents (including the name and address of the applicable Pledgee"OBLIGATIONS"), the Servicer shall agree: Pledgor hereby transfers, hypothecates, pledges, sets over and delivers unto the Agent, and grants to the Agent (ifor the benefit of the Lenders) to give a security interest in, all right, title and interest the Pledgee written notice Pledgor now has or hereafter acquires in (a) the securities described on the attached Schedule of Pledged Securities and all securities of any default of Pledgor's Subsidiaries or of any Investee obtained in the future by the pledging Holder in respect of its obligations under this Agreement of which default Pledgor and the Servicer has actual knowledge and which notice shall be given simultaneously with certificates representing or evidencing all such securities (the giving of such notice to the pledging Holder"PLEDGED STOCK"); (iib) all other property which may be delivered to allow such Pledgee a period of ten (10) days to cure a default and held by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination Agent pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request thereforhereof; (ivc) that all payments of principal or interest, dividends, cash, instruments and other property or any Distribution from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the Servicer shall give conversion of the securities and other property referred to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right in clause (but not the obligationa) to effect hereunder, as if such cure were made by such pledging Holderor clause (b) above; (vd) that except as provided in Section 5, all rights and privileges of the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Pledgor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant in clauses (a), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (e) being collectively called the "COLLATERAL"). Upon delivery to the applicable credit agreement Agent, (i) any share certificates, notes or repurchase agreementother securities or instruments now or hereafter included in the Collateral (the "PLEDGED SECURITIES") will be duly endorsed to the Agent or accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Agent and by such other instruments and documents as the Agent may reasonably request, as applicable, between and (ii) all other property comprising part of the pledging Holder Collateral will be accompanied by proper instruments of assignment duly executed by the Pledgor and such Pledgee (other instruments or documents as the Agent may reasonably request. Each delivery of Pledged Securities will be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which notice need not schedule will be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant attached to this Agreement or the Servicing Agreementand made a part hereof. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from Each schedule so delivered will supersede any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedprior schedules so delivered.

Pledge. Notwithstanding anything Pledgor hereby pledges, assigns, hypothecates, ------ transfers, delivers and grants to Pledgee, for the benefit of Lenders, a lien on and security interest in (a) all of the capital stock of Borrower now or hereafter owned by Pledgor (the "Pledged Shares"), (b) all other property hereafter delivered to Pledgor in substitution for or in addition to the contrary contained hereinPledged Shares, a Holder may pledge(c) any other property of Pledgor, transferas described in Section 4 below, collaterally assign now or otherwise encumber hereafter delivered to, or in the possession or custody of, Pledgee in connection with the Credit Agreement, and (a “Pledge”d) its Note or any interest therein and all proceeds thereof, except with respect to any entity dividends and distributions made pursuant to and in accordance with Section 3.5 of the Credit Agreement and payments for other services permitted between Borrower and Pledgor under the Credit Agreement (other than any Borrower Party) which has extended a credit facility all such property being hereinafter referred to such Holder and that is collectively as the "Collateral"), as collateral security for (i) a Qualified Institutional Lenderthe prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Obligations of Borrower, and (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better due and punctual payment and performance by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect Pledgor of its obligations under and liabilities under, arising out of, or in connection with this Agreement including, without limitation, any taxes and expenses payable pursuant to Section 18 hereof (all of the foregoing being hereinafter referred to collectively as the "Liabilities"). All of the issued and outstanding capital stock of Borrower owned by Pledgor as of the date hereof is represented by stock certificates listed on Exhibit A hereto, which default the Servicer has actual knowledge and which notice shall be given stock certificates, together with undated stock powers duly executed in blank by Pledgor, are being delivered to Pledgee simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such herewith. Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed maintain possession and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account custody of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by certificates representing the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), Pledged Shares in accordance with applicable law Section 5 below and this Agreement. In such event, shall return the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer Pledged Shares in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedaccordance with said section.

Pledge. Notwithstanding anything As security for the payment or performance, as applicable, in full of the Obligations, each Grantor hereby grants to the contrary contained hereinCollateral Agent, its successors and assigns, for the ratable benefit of the Secured Creditors (and, to the extent the following constitutes “Pledged Collateral” under, and as defined in, the Original Guaranty and Collateral Agreement, does hereby reconfirm (without interruption) its pledge and grant to the Collateral Agent under the Original Guaranty and Collateral Agreement), a Holder may pledgesecurity interest in, transferall of such Grantor’s right, collaterally assign or otherwise encumber title and interest in, to and under (a “Pledge”a) its Note or the Equity Interests of any interest therein to any entity Person (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lenderincluding, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee)limitation, the Servicer shall agree: (iBorrower and each Subsidiary) to give owned by it on the Pledgee written notice date hereof or at any time thereafter acquired by it, and in all certificates at any time representing any such Equity Interests, and any other shares, stock certificates, options or rights of any default by the pledging Holder nature whatsoever in respect of its obligations under the Equity Interests of any Person that may be issued or granted to, or held by, such Grantor while this Agreement of which default is in effect (collectively, the Servicer has actual knowledge and which notice “Pledged Stock”); provided that the Pledged Stock shall be given simultaneously with the giving of such notice to the pledging Holdernot include Excess Exempted Foreign Entity Voting Equity; (iib) all debt securities and promissory notes held by, or owed to, such Grantor (whether the respective issuer or obligor is the Borrower, any of its Subsidiaries or any other Person) on the Effective Date or at any time thereafter, and all securities, promissory notes and any other instruments evidencing the debt securities or promissory notes described above (collectively, the “Pledged Debt”); (c) all other property that may be delivered to allow such Pledgee a period of ten (10) days to cure a default and held by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination Collateral Agent pursuant to the terms hereof of this Section 3.01; (d) subject to Section 3.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the Servicing Agreementconversion of, as applicableand all other Proceeds received in respect of, shall be effective against such Pledgee without the written consent securities referred to in clauses (a), (b) and (c) above; (e) subject to Section 3.05, all rights and privileges of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Grantor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee in clauses (which notice need not be joined in or confirmed by the pledging Holdera), (b), (c) and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive (d) above; and (f) all Proceeds of any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or a non-pledging Holder’s compliance with any Redirection Notice believed by incidental thereto, unto the Servicer or any non-pledging HolderCollateral Agent, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor successors and assigns, which are Qualified Institutional Lenders as for the successor ratable benefit of the Secured Creditors, forever, subject, however, to the pledging Holder’s rightsterms, remedies covenants and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. Notwithstanding anything As security for the payment and performance, as the case may be, in full of the Secured Obligations, the Pledgor hereby pledges and grants to the contrary contained hereinCollateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a Holder may pledgesecurity interest in all of the Pledgor’s right, transfertitle and interest in, collaterally assign or otherwise encumber to and under (a a) the Equity Interests listed on Schedule I hereto and any Equity Interests pledged by the Pledgor (in its sole discretion) after the date hereof in respect of Pledged SPSs and the certificates (if any) representing all such Equity Interests (the “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “PledgeePledged Interests”), on terms regardless of how such Equity Interests are classified under the UCC; (b) subject to Section 5, all rights and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent privileges of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Pledgor with respect to the pledging Holder’s obligations securities, interests and other property referred to such Pledgee pursuant in clause (a) above; and (c) subject to Section 5, all proceeds of any of the applicable credit agreement or repurchase agreement, as applicable, between foregoing (the pledging Holder and such Pledgee items referred to in clauses (which notice need not be joined in or confirmed by the pledging Holdera), (b) and until (c) above being collectively referred to as the “Collateral”). If the Pledgor elects to deliver any Pledged Interests after the date hereof, each such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee pledge of Pledged Interests shall be entitled accompanied by a revised schedule describing all Pledged Interests (including the Pledged Interests to receive any payments that be pledged in connection with the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally delivery of such schedule and absolutely releases each non-pledging Holder deleting all released Pledged Interests and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to Pledged Interests for entities which have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment dissolved, in lieu of foreclosure as to such collateral), each case in accordance with applicable law and this Agreement. In such eventthe terms of the Indenture) and, if any, the Servicer certificates representing all such Equity Interests, which such schedule shall recognize such Pledgee (be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or similar sale held by such Pledgee or any transfer in lieu of foreclosure)incidental thereto, and unto the Collateral Agent, its successor successors and assigns, which are Qualified Institutional Lenders as for the successor benefit of the Secured Parties, forever; subject, however, to the pledging Holder’s rightsterms, remedies covenants and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. Notwithstanding anything The undersigned (the "Pledgor"), as an inducement for one or ------ more of your clients for whom you are acting as Agent (the "Pledgees"), to the contrary contained hereinmake loam, advances and extensions of credit to SHOPPING-COM, a Holder may pledgeCalifornia corporation (the "Debtor"), hereby pledges, grants a security interest in, mortgage, assign, transfer, collaterally assign or otherwise encumber (deliver, set over and confirm unto you as Agent for the Pledgees, their successors and assigns, the shares of capital stock of the Debtor described in Exhibit A annexed hereto and made a “Pledge”) its Note or any interest therein part hereof, with attached stock powers duly endorsed to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is Pledgees, as collateral security for the payment in full when due of (i) a Qualified Institutional Lenderall indebtedness of the Debtor under certain Notes or Debentures of the Debtor of even date herewith in the principal amount of $2,500,000 (the "Notes"), and (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or all other obligations of the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title Debtor to the related Note after Pledgees, whether presently existing or hereafter arising (collectively, the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided"Obligations"). Pledgor warrants and represents that, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer except as set forth in Section 16 and this Section 17. Upon written notice by 19 or as noted on the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address reverse side of the applicable Pledgee)certificate(s) or instrument(s) evidencing the foregoing securities, there are no restrictions upon the Servicer shall agree: (i) to give the Pledgee written notice transfer of any default by of the pledging Holder in respect of its obligations under this Agreement of which default the Servicer foregoing securities and that Pledgor has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies transfer said securities free of any notice of default under the Mortgage Loan simultaneously encumbrance. Pledgor hereby agrees promptly to pledge and deposit hereunder with the giving of same to the pledging Holder and accept Pledgees any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, stock or other securities declared as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods dividend with respect to the pledging Holder’s obligations to such Pledgee pursuant or issued as a split of any securities now or hereafter held in pledge hereunder and any additional property hereto pledged to the applicable credit agreement Pledgees by Pledgor, whether taken in substitution for or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay addition to the pledging Holder from time to time pursuant to this Agreement or above-described property. Such stock other securities and property shall stand pledged and assigned for the Servicing AgreementObligations in the same manner as the property described in the first paragraph hereof. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account (All of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights property described in this paragraph and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedfirst paragraph hereof is hereinafter called the "Pledged Stock").

Pledge. Notwithstanding anything As security for the payment or performance, as the case may be, in full of the Guaranteed Obligations, each Pledgor hereby assigns and pledges to the contrary contained hereinCollateral Agent, its successors and assigns, for the ratable benefit of the Notes Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Notes Secured Parties, a Holder may pledgesecurity interest in all of such Xxxxxxx’s right, transfertitle and interest in, collaterally assign or otherwise encumber to and under (a a) the Equity Interests of any Subsidiary that is not an Immaterial Subsidiary directly owned by it as of the date hereof and any other Equity Interests of any Subsidiary that is not an Immaterial Subsidiary directly owned in the future by such Pledgor and any certificates representing all such Equity Interests (the “PledgePledged Stock”); provided that the Pledged Stock shall not include any Excluded Asset; provided further, that Pledged Stock shall include the interests listed on Schedule II; (b)(i) its Note or any interest therein to any entity the debt securities for borrowed money having an aggregate principal amount in excess of $20,000,000 (other than (A) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Company and the Subsidiaries and (B) any Borrower Partydebt securities held by such Pledgor as of the date hereof) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lenderthe “Material Pledged Debt Securities”), (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or any Material Pledged Debt Securities in the equivalent) or better by each Rating Agency or future issued to such Pledgor and (iii) a Qualified Conduit Lender the promissory notes and any other instruments, if any, evidencing such Material Pledged Debt Securities (each such entity, a the “PledgeePledged Debt Securities”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, furtherthat the Pledged Debt Securities shall include the debt securities listed on Schedule II; (c) subject to Section 3.06, that a Pledgee all payments of a Note B that is not a Qualified Institutional Lender may not take title principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; providedconversion of, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth and all other proceeds received in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee)respect of, the Servicer shall agree: securities referred to in clauses (ia) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving (b) above; (d) all rights and privileges of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Pledgor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee in clauses (which notice need not be joined in or confirmed by the pledging Holdera), (b) and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive (c) above; and (e) all proceeds of any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s foregoing (the items referred to in clauses (a) through (e) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or a non-pledging Holder’s compliance with any Redirection Notice believed by incidental thereto, unto the Servicer or any non-pledging HolderCollateral Agent, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor successors and assigns, which are Qualified Institutional Lenders as for the successor ratable benefit of the Notes Secured Parties, forever; subject, however, to the pledging Holder’s rightsterms, remedies covenants and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. Notwithstanding anything As an inducement for Lender to extend the loan to the contrary contained hereinBorrower, the Pledgor has deposited with the Lender and hereby pledges to Lender as collateral security for, and hereby grants to Lender a security interest to secure, the payment of the Obligations (as hereinafter defined) any and all property for which Lender or U.S. Clearing, a Holder may pledgedivision of Fleet Securities, transferInc. has receipted, collaterally assign including, without limitation, Account #813-30058 in the name of the Pledgor at U.S. Clearing, a division of Fleet Securities, Inc., all cash, certificate of deposits, other cash equivalent, and United States Treasury obligations (bills, notes and bonds), corporate securities, bonds and other personal property contained therein, together with all certificates, rights, interests, or otherwise encumber other distributions evidencing or issued as an addition to, in substitution or in exchange for, or on account of, any such certificate, together with all replacements and substitutions therefore and all proceeds thereof, and all proceeds of all of the foregoing, in each case whether now existing or hereafter arising (all of the foregoing being hereinafter collectively called the "Account"), being pledged and impressed with a “Pledge”) its Note lien for the payment of all of the Obligations secured hereby. Following the occurrence and during the continuance of an Event of Default, the Lender shall have the right, but no duty, to xxx, compromise, settle and realize upon the Account, by foreclosure or otherwise, to fix or preserve the liability of any interest therein party, to deposit the Account under any entity (protective plan, to protect and preserve the Account and to transfer the Account into the name of the Lender, or the name of a nominee or nominees, and to be free of liability when acting in good faith, other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or for due care in the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent custody of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying Account or proceeds thereof actually in the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address possession of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedLender.

Pledge. Notwithstanding anything As collateral security for the due and timely payment and performance and discharge in full of the obligations and indebtedness described in Section 2 hereof, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Secured Party, for the ratable benefit of itself and the Lenders, and hereby creates and grants to Secured Party, for the contrary contained hereinratable benefit of itself and the Lenders, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any security interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is in (i) any and all promissory notes executed by Affiliates and any Subsidiary of Pledgor and made payable to Pledgor (the "Pledged Notes"), whether currently existing or hereinafter executed which are herewith or hereafter pledged by Pledgor pursuant to this Pledge Agreement, a Qualified Institutional Lenderdescription of which is either included on SCHEDULE 1 hereto or will be added from time to time to SCHEDULE 1 hereto, (ii) a financial institution whose longany and all accounts receivable, intercompany debts and obligations for money owed to Pledgor by its Affiliates and any Subsidiary ("Inter-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or Company Receivables"), (iii) a Qualified Conduit Lender (each such entityany and all cash, a “Pledgee”)interest earned thereon, on terms and conditions set forth in this Section 17proceeds, it being further agreed receipts or other property that a financing provided by a Pledgee to such pledging Holder may at any time or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant hereafter be distributed or received in respect of, or on account of, or in exchange or substitution for, or upon conversion of, the Pledged Notes and Inter-Company Receivables, (iv) any and all renewals, extensions or substitutions of or for any of the Pledged Notes and InterCompany Receivables, (v) any and all proceeds arising from the sale, maturity, collection or disposition of any of the foregoing (the Pledged Notes and Inter-Company Receivables, together with such cash, interest, proceeds and other property described in this Section 1 being sometimes hereinafter collectively referred to this Agreement or as the Servicing Agreement"Collateral"). Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder Secured Party holds the Collateral as collateral agent for itself and the Servicer from any liability Lenders subject to the pledging Holder on account provisions of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by Intercreditor Agreement (as defined in the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Loan Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e.herein, realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this "Intercreditor Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated").

Pledge. Notwithstanding anything The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to the contrary contained hereinPledgee, for the benefit of itself and the Buyers, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any first lien on and first priority perfected security interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is in (i) a Qualified Institutional Lenderall of the capital stock or other equity interests of the Pledge Entities now owned or hereafter acquired by the Pledgor (collectively, the “Pledged Shares”), (ii) a financial institution whose long-term unsecured debt is rated at least “A” (all other property hereafter delivered to, or in the equivalent) possession or better by each Rating Agency in the custody of, the Pledgee, in substitution for or in addition to the Pledged Shares, (iii) a Qualified Conduit Lender any other property of the Pledgor, as described in Section 4 below or otherwise, whether now or hereafter delivered to, or in the possession or custody of the Pledgor, and (each such entityiv) all proceeds of the collateral described in the preceding clauses (i), a (ii) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the “PledgeePledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Liabili­ties. All of the Pledged Shares now owned by the Pledgor which are presently represented by certificates are listed on terms Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock powers duly executed in blank by the Pledgor and conditions set forth irrevocable proxies, are being delivered to the Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Shares, the Pledgor shall execute an Addendum in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute the form of Exhibit B attached hereto (a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that Pledge Addendum”). Any Pledged Collateral described in a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice Pledge Addendum executed by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer Pledgor shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall thereafter be deemed to be given if listed on Exhibit A hereto. The Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder maintain possession and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account custody of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by certificates representing the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (Pledged Shares and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedadditional Pledged Collateral.

Pledge. Notwithstanding anything As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby pledges to the contrary contained hereinCollateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a Holder may pledgesecurity interest in, transferall of such Grantor’s right, collaterally assign title and interest in, to and under and whether now or otherwise encumber (a “Pledge”) its Note hereafter existing or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is arising (i) a Qualified Institutional Lenderall Equity Interests held by it on the Closing Date in the Borrowers and any Wholly Owned Restricted Subsidiary, including, without limitation, the Equity Interests listed on Schedule I and any other Equity Interests in any Wholly Owned Restricted Subsidiary obtained in the future by such Grantor and the certificates (if any) representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Equity; (ii) (A) the debt securities owned by it on the Closing Date including, without limitation, the debt securities listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the debt securities referred to in clauses (A), (B) and (C) of this clause (ii) are collectively referred to as the “Pledged Debt”); (iii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (iv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or and (iii) a Qualified Conduit Lender above; and (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or v) all Proceeds of any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title foregoing (the items referred to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: clauses (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; through (v) that above being collectively referred to as the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, “Pledged Collateral”); provided that in no event shall the Pledged Collateral include any such certificate(s) shall be in a form reasonably satisfactory to Excluded Property. TO HAVE AND TO HOLD the Servicer; Pledged Collateral, together with all right, title, interest, powers, privileges and (vi) thatpreferences pertaining or incidental thereto, upon written notice (a “Redirection Notice”) to each non-pledging Holder and unto the Servicer by such Pledgee that the pledging Holder is in defaultCollateral Agent, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor successors and assigns, which are Qualified Institutional Lenders as for the successor benefit of the Secured Parties, forever, subject, however, to the pledging Holder’s rightsterms, remedies covenants and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. Notwithstanding anything As security for the payment and performance in full of the Borrower Obligations (in the case of the Borrower) and the Direct Obligations (in the case of Direct), each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Administrative Agent, and grants to the contrary contained hereinAdministrative Agent, for the benefit of the Secured Parties, a Holder may pledgefirst security interest (the "Security Interest") in all its right, transfertitle and interest in, collaterally assign to and under the following, whether now owned or otherwise encumber hereafter acquired: (a) the shares of capital stock listed in Schedule I hereto as being owned by it and any shares of capital stock of any Subsidiary (except to the extent such a “Pledge”pledge is prohibited by law) its Note obtained by it in the future, and the certificates representing or any interest therein to any entity evidencing such shares (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lenderthe "Pledged Stock"), (iib) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms all other property which may be delivered to and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice held by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination Administrative Agent pursuant to the terms hereof hereof, (c) subject to Section 5 below, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the Servicing Agreementconversion of the securities referred to in clauses (a) and (b) above, as applicable(d) subject to Sections 4 and 5 below, shall be effective against such Pledgee without the written consent all rights and privileges of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Pledgor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant in clauses (a), (b) and (c) above, and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) being collectively called the "Collateral"). Upon delivery to the applicable credit agreement Administrative Agent, (a) any stock certificates, notes, or repurchase agreement, other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Administrative Agent and by such other instruments and documents as applicable, between the pledging Holder Administrative Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the relevant Pledgor and such Pledgee (which notice need not be joined in other instruments or confirmed by documents as the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee Administrative Agent may request. Each subsequent delivery of Pledged Securities shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered accompanied by a Pledgee. A Pledgee schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be permitted to exercise fully attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor successors and assigns, which are Qualified Institutional Lenders as the successor forever; subject, however, to the pledging Holder’s rightsterms, remedies covenants and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. Notwithstanding anything As collateral security for the prompt and complete payment of all Obligations, each Pledgor hereby pledges to Administrative Agent (for its benefit and for the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”benefit of Lenders) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder right, title and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided to all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note issued and outstanding capital stock, limited liability company interests, membership interests, partnership interests, other equity interests and any and all other investment property which such Pledgor now holds or hereafter acquires in the issuers as listed on Exhibit A Holders; provided, further, that no Pledgee may take title to attached hereto and made a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected part hereof (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice Exhibit shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to updated (i) upon the issuance by any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies issuer of any notice of default under additional capital stock, limited liability company interests, membership interests, partnership interests or equity interests now or hereinafter acquired and (ii) in accordance with Section 14) (the Mortgage Loan simultaneously with the giving of same "Pledged Interests"), and hereby grants to Administrative Agent a Prior Security Interest on its right, title and interest in and to the pledging Holder Pledged Interests, the interest thereon and accept any cure thereof by such Pledgee which such pledging Holder has the right all products, proceeds, substitutions, additions, dividends and other distributions (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory subject to the Servicer; terms of the Credit Agreement) in respect thereof, and all books, records, and papers relating to the foregoing (vi) thatall of which are referred to herein as the "Collateral"). The membership interest certificates, upon written notice (limited liability company interest certificates, partnership interest certificates or capital stock certificates collectively representing all of the Pledged Interests now or hereinafter acquired, together with a “Redirection Notice”) to each non-pledging Holder and transfer power in substantially the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods form of Exhibit B hereto with respect to the pledging Holder’s obligations to each such Pledgee pursuant to the applicable credit agreement membership interest certificate, limited liability company interest certificate, partnership interest certificate or repurchase agreementcapital stock certificate duly signed in blank by each Pledgor, as applicabletransferor, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted each Pledgor to exercise fully Administrative Agent (for its rights benefit and remedies against for the pledging Holder to such Pledgee (and accept an assignment in lieu benefit of foreclosure as to such collateral), in accordance Lenders) contemporaneously with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions execution of this Agreement. The rights Pledge Agreement and promptly following any acquisition of additional membership interests, limited liability company interests, partnership interests or shares of capital stock by each Pledgor that is represented by a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicernew membership interest certificate, as applicable) in writing that its limited liability company interest in the pledged Note has terminatedcertificate, partnership interest certificate or stock certificate.

Pledge. Notwithstanding anything Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to the contrary contained herein, Pledgee a Holder may pledge, transfer, collaterally assign or otherwise encumber first lien on and first priority perfected security interest in and charge (a “Pledge, Security Interest and Charge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is over (i) a Qualified Institutional Lenderall of its ownership interests of 100% of the Shares of the Company now owned or hereafter acquired by Pledgor as further described and listed in Exhibit A hereto (collectively, the “Pledged Shares”), (ii) a financial institution whose long-term unsecured debt is rated at least “A” (all certificates, instruments, or other writings representing or evidencing the equivalent) Pledged Shares, and all stock registry accounts and general intangibles arising out of, or better by each Rating Agency or in connection with, the Pledged Shares; and (iii) a Qualified Conduit Lender all "proceeds" as such term is defined in Section 9-102(a)(64) of the Uniform Commercial Code in effect in the State of New York on the date hereof (each such entity, a the “PledgeeUCC”), on terms the article 1221 of the Greek Civil Code and conditions set forth in this Section 17addition the section ten, it being further agreed that a financing provided by a Pledgee to such pledging Holder or articles 158-163 of the 4548/2018 legislation - (allocation of profits) and, in any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangementevent, shall constitute a include, without limitation, all dividends or other income from the Pledged Shares, collections thereon or distributions (cash, stock or otherwise) with respect thereto, including, without limitation, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Shares (“Pledge” hereunder; provided Proceeds”), and without affecting the Obligations, in the event of any consolidation or merger in which the Company is not the surviving corporation, all applicable terms and conditions shares of each class of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (iii) of this Section 17 are complied with; provided1 being collectively referred to as the “Pledged Collateral”), furtheras collateral security for the prompt and complete payment and performance when due (whether at the stated Maturity Date, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent by acceleration or otherwise) of the Note Obligations. All of the Pledged Shares now owned by Pledgor which are presently represented by certificates are listed on Exhibit A Holders; providedhereto, furtherwhich certificates, that no with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by Xxxxxxx and irrevocable proxies, are being delivered to Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17simultaneously herewith. Upon written notice by the pledging Holder to each non-pledging Holder and creation or acquisition of any new Pledged Shares, Pledgor shall execute an Addendum in the Servicer that form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer Addendum executed by Pledgor shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall thereafter be deemed to be given if listed on Exhibit A hereto. Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder maintain possession and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account custody of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by certificates representing the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (Pledged Shares and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedadditional Pledged Collateral.

Pledge. Notwithstanding anything The Pledgor hereby pledges, assigns, hypothecates, transfers and delivers (subject to the contrary contained hereinSection 26 hereof) to Agent, and hereby grants to Agent, a Holder may pledgelien on, transfer, collaterally assign a security interest in and control (as defined in the Code (as defined in Section 10 hereof)) of: (a) all investment property (as defined in the Code) now owned or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity hereafter acquired by Pledgor (other than its membership interests in Ace Funding, LLC, a Delaware limited liability company) including but not limited to the pledged stock described on Schedule I hereto (the "Initial Pledged Stock") issued by the Persons described on Schedule I (each, an "Issuer"), (b) all shares of stock, common or preferred, certificate or uncertificated securities (as defined in the Code), options, interests, participations, and other equivalents, warrants, convertible debentures and all agreements, instruments and documents convertible, in whole or part, into any Borrower Partyone or more of the foregoing (the property described in the foregoing clauses (a) and (b) is referred to herein as the "Stock") of each Issuer or any other judicial person (each, an "Additional Issuer") which has extended a credit facility Pledgor shall, from time to such Holder and that is (i) a Qualified Institutional Lendertime, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (become entitled to receive or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured shall receive as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this 3 hereof (together with any Stock options or rights received pursuant to Section 17. Upon written notice by 3 hereof, the pledging Holder to each non-pledging Holder "Additional Pledged Stock"; the Additional Pledged Stock and the Servicer that a Pledge has been effected (including Initial Pledged Stock being sometimes hereinafter referred to as the name and address of the applicable Pledgee"Pledged Stock"), the Servicer shall agree: (ic) all other Collateral (as defined in Section 4 hereto as may be pledged to give the Pledgee written notice of Agent, at any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge time and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or hereunder, and (d) all Proceeds (as defined in the Servicing Intercreditor Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance ) thereof, together with any Redirection Notice believed by the Servicer or any non-pledging Holderappropriate undated stock powers duly executed in blank, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against collateral security for the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedObligations.

Pledge. Notwithstanding anything The Debtor hereby pledges to the contrary contained hereinSecured Party for its benefit, and grants to the Secured Party for the benefit of the holders of the Notes, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s security interest in its Note the following collateral (the "PLEDGED COLLATERAL"): all of Debtor's right, title and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms interest in and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after Accounts (including without limitation the Lead Note A Securitization Date without Interest Reserve Account, the prior written consent of Construction Disbursement Account, the Note A Holders; providedCompletion Reserve Account, furtherthe Operating Reserve Account, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder Escrow Account and the Servicer that a Pledge has been effected (including the name Disbursement Funds Account) and address of the applicable Pledgee)all funds, the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunderassets, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendmentsecurities, modification, waiver accounts or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder investments from time to time pursuant credited thereto or deposited therein (the "PLEDGED SECURITIES"), together with all additions to, replacements of or substitutions for such Accounts and Pledged Securities and other assets, and all income, interest, and dividends (stock or otherwise) thereon; all of Debtor's right, title and interest in and to this Agreement the Accounts (including without limitation the Interest Reserve Account, the Construction Disbursement Account, the Completion Reserve Account, the Operating Reserve Account, the Escrow Account and the Disbursement Funds Account) and all funds, assets, securities, accounts or investments from time to time credited thereto or deposited therein (the "PLEDGED SECURITIES"), together with all additions to, replacements of or substitutions for such Accounts and Pledged Securities and other assets, and all income, interest, and dividends (stock or otherwise) thereon; all cash, instruments and other rights, property or proceeds or products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Accounts or the Servicing Agreement. Any pledging Holder hereby unconditionally Pledged Securities; all cash, instruments and absolutely releases each non-pledging Holder and the Servicer other rights, property or proceeds or products from time to time received, receivable or otherwise distributed in respect of or in exchange for any liability to the pledging Holder on account or all of the Servicer’s Accounts or a non-pledging Holder’s compliance with the Pledged Securities; all other claims of any Redirection Notice believed by the Servicer kind or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreementnature, and any instruments, certificates, chattel paper or other writings evidencing such Pledgee claims, whether in contract or Qualified Institutional Lender shall assume tort and whether arising by operation of law, consensual agreement or otherwise, at any time acquired by Debtor as owner of any Account or Pledged Security; and all other claims of any kind or nature, and any instruments, certificates, chattel paper or other writings evidencing such claims, whether in writing contract or tort and whether arising by operation of law, consensual agreement or otherwise, at any time acquired by Debtor as owner of any Account or Pledged Security; and to the obligations extent not included in any of the pledging Holder hereunder accruing from foregoing, all proceeds and after such Transfer (i.e.products of the foregoing. to the extent not included in any of the foregoing, realization upon all proceeds and products of the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedforegoing.

Pledge. Notwithstanding anything In consideration of (a) the Secured Party having extended credit to Rio, Buyers and Pledgor, (b) consenting to the contrary contained hereinassignment of Pledgor’s rights under the Stock Purchase Agreement and (c) entering into Amendment No. 2 to the Stock Purchase Agreement, the Pledgor hereby pledges and grants to the Secured Party, as security for the Obligations, a Holder may pledgefirst priority security interest in the Pledged Stock, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lenderall certificates, instruments, or other writings representing or evidencing the Pledged Stock, and all accounts and general intangibles arising out of, or in connection with, the Pledged Stock, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or all economic rights of the equivalent) or better by each Rating Agency or Pledgor in the Pledged Stock, including, without limitation, the Pledgor’s share of profits and losses in connection with such Pledged Stock and Pledgor’s right to receive distributions and dividends from its assets and reimbursements and indemnifications therefrom in connection with the Pledged Stock, (iii) a Qualified Conduit Lender (each such entityany and all cash, a “Pledgee”)moneys, on terms instruments and conditions set forth other property or proceeds now or in this Section 17the future due, it being further agreed that a financing provided by a Pledgee to such pledging Holder become due, received, receivable or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder otherwise distributable or distributed in respect of or exchange for any or all of the Pledged Stock, or to which the Pledgor may now or in the future be entitled to in its obligations under this Agreement capacity as holder of which default the Servicer has actual knowledge and which notice shall be given simultaneously Pledged Stock, whether by way of a dividend, distribution, return of capital, or otherwise, (iv) all control rights of the Pledgor in connection with the giving Pledged Stock, including, without limitation, all management rights, control rights and voting rights arising from the Pledged Stock, (v) all claims which the Pledgor now has or may in the future acquire, in its capacity as a holder of such notice the Pledged Stock or otherwise arising from the Pledged Stock against the Secured Party (or any director or officer thereof) and its property, (vi) any additional equity interests of Pledgor or other options or rights with respect to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; interests from time to time acquired by Pledgor in any manner arising from the Pledged Stock (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent equity interests shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that part of the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging HolderPledged Stock), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay (vii) to the pledging Holder from time extent not otherwise included above, all proceeds of and to time pursuant to this Agreement or any of the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability property of Pledgor described above and, to the pledging Holder on account of the Servicer’s extent related to any property described above or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holdersuch proceeds, as applicableall books, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights correspondence, credit files, records, invoices and remedies against the pledging Holder to such Pledgee other papers (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such eventcollectively, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure“Pledged Collateral”), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything As security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranty, each Grantor hereby assigns and pledges to the contrary contained hereinCollateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a Holder may pledgesecurity interest in, transferall of such Grantor’s right, collaterally assign title and interest in, to and under and whether now or otherwise encumber (a “Pledge”) its Note hereafter existing or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is arising (i) a Qualified Institutional Lenderall Equity Interests held by it in each of its Wholly-Owned Subsidiaries, including, without limitation, the Equity Interests listed on Schedule I and any other Equity Interests in any Wholly-Owned Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (ii) a financial institution whose long-term unsecured debt is rated at least collectively, the “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “PledgeePledged Equity”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is the Pledged Equity shall not a Qualified Institutional Lender may not take title to include the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging HolderExcluded Equity Interests; (ii) the Pledged Debt and the chattel paper or instruments evidencing the Pledged Debt owed to allow such Pledgee a period Pledgor and all payments of ten (10) days principal or interest, cash, instruments and other property or proceeds from time to cure a default by the pledging Holder time received, receivable or otherwise distributed in respect of its obligations to each non-pledging Holder hereunder, but or in exchange for any or all of such Pledgee shall not be obligated to cure any such defaultPledged Debt; (iii) all other property that no amendment, modification, waiver or termination of this Agreement or may be delivered to and held by the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination Collateral Agent pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; this Section 2.01 (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same except to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has extent otherwise excluded from the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time Collateral pursuant to this Agreement or the Servicing Credit Agreement. Any pledging Holder hereby unconditionally ); (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and absolutely releases each non-pledging Holder other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the Servicer from any liability securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the pledging Holder on account securities and other property referred to in clauses (i), (ii) and (iii) above; and (vi) all proceeds of any of the Servicer’s foregoing (the items referred to in clauses (i) through (v) above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or a non-pledging Holder’s compliance with any Redirection Notice believed by incidental thereto, unto the Servicer or any non-pledging HolderCollateral Agent, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor successors and assigns, which are Qualified Institutional Lenders as for the successor benefit of the Secured Parties, forever, subject, however, to the pledging Holder’s rightsterms, remedies covenants and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. Notwithstanding anything to the contrary contained herein, a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder Upon and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreementterms, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms conditions and provisions of this Agreement, the Grantor hereby grants and delivers to the Secured Party a continuing pledge, first lien on and security interest in and to (hereinafter referred to as the "Security interest"), all of the rights, title and interests of the Grantor in and to all of the following securities instruments and property (said securities instruments and property hereinafter being collectively referred to as the "Collateral"): sixty-five percent (65%), on a fully diluted basis, of all the shares of the authorized, issued and outstanding capital stock (hereinafter collectively referred to as the "Wayside Canada Shares") of Wayside Technology (Canada), Inc. (hereinafter referred to as "Wayside Canada"); sixty-five percent (65%), on a fully diluted basis, of all the shares of the authorized, issued and outstanding capital stock (hereinafter collectively referred to as the "Wayside Europe Shares" and hereinafter the Wayside Canada Shares and the Wayside Europe Shares shall be collectively referred to as the "Shares") of Wayside Technology Group Europe BV (hereinafter referred to as "Wayside Europe" and hereinafter Wayside Canada and Wayside Europe shall be collectively referred to as the "Companies"); All certificates, options, rights, securities or other distributions issued as an addition to, in substitution or in exchange for, or on account of, the Shares described in subparagraphs (i) and (ii) of this Paragraph I (including, without limitation, any and all stock options to purchase shares) so that the Secured Party maintains at all times under this Agreement, a pledge of and security interest in and to sixty-five percent (65%), on a fully diluted basis, of all shares of the authorized issued and outstanding capital stock of each of the Companies; Any stock or other securities acquired by the Grantor or the Grantor's designee with respect to, incident to or in lieu of the Shares described in this Paragraph 1 or with respect to, [SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT] incident to or in lieu of the Collateral (a) due to any dividend, stock-split, stock dividend or distribution on dissolution, on partial or total liquidation, or for any other reason, (b) in connection with a reduction of capital, capital surplus or paid-in-surplus or (c) in connection with any spin-off, split-off, reclassification, readjustment, merger, consolidation, sale of assets, combination of shares or any other plan of distribution affecting the Companies; Any subscription or other rights or options issued in connection with the Shares described in this Paragraph I, and, if exercised by the Grantor, all new shares or other securities so acquired by the Grantor, which shall immediately be assigned and delivered to the Secured Party and held under the terms of this Agreement in the same manner as the Shares originally pledged hereunder; and Any and all proceeds, monies, income and benefits arising from or by virtue of, and all dividends and distributions (cash or otherwise) payable and/or distributable with respect to, all or any of the Shares or other securities and rights and interests described in this Paragraph I. Obligations Secured. This Agreement and the Security Interest granted hereunder secure the payment and performance by the Grantor, when due, of all of the liabilities and obligations of the Grantor to the Secured Party (i) in connection with the Loan Facility and (ii) under and pursuant to the terms, conditions and provisions of the Loan Agreement and all of the other Loan Documents (hereinafter collectively referred to as the "Obligations"): Delivery of Collateral. All certificates, securities or instruments representing or evidencing the Collateral shall be delivered to and held by the Secured Party pursuant to the terms of this Agreement and said delivered Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Party. The Secured Party shall have the right, at any time after the occurrence of an Event of Default, in its sole discretion and without notice to the Grantor, to transfer to or to register in the name of the Secured Party or any of the Secured Party's nominees, all or any part of the Collateral, subject only to the revocable rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (specified in Paragraph 7 hereof and the Servicer) unless terms, conditions and until such Pledgee provisions of Paragraph 9 and Paragraph I 0 hereof. In addition, the Secured Party shall have notified such nonthe right at any time to exchange certificates or instruments representing or evidencing the Collateral for certificates or instruments of smaller or larger denominations. Representations and Warranties. The Grantor hereby represents and warrants to the Secured Party that: (i) the Shares represent, in the aggregate, sixty-pledging Holder five percent (65%) of the authorized, issued and outstanding shares of each Company's voting capital stock, on a fully-diluted basis; (ii) the ServicerGrantor is the legal, record and/or beneficial owner of the Collateral; (iii) the Collateral is duly authorized and issued, fully paid, and nonassessable, and all documentary, stamp, or other taxes or fees owing in connection with the issuance, transfer and/or pledge thereof hereunder have been paid and will be hereafter paid by the Grantor as applicablesame becomes due and payable; (iv) in writing that its no dispute, counterclaim or defense exists with respect to all or any part of the Collateral; (v) all of the Collateral is owned or controlled by the Grantor free of any pledge, mortgage, hypothecation, lien, charge, encumbrance or security interest in the pledged Note Collateral and all of the Collateral will remain so at all times during the continuation of the Security Interest; (vi) there are no restrictions upon the transfer, hypothecation or pledge of any of the Collateral, other than such restrictions which may be imposed by applicable law; (vii) the Grantor has terminated.the full power, capacity and legal right to grant a security interest in the Collateral free of any encumbrances and without obtaining the consent of any other Person; (viii) the execution and delivery of this Agreement, and the performance of its terms, will not violate or constitute a default under the terms of any agreement, indenture or other instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation of the United States of America or any state or political subdivision [SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT]

Pledge. Notwithstanding anything (a) As security for the payment and performance, as the case may be, in full of the Bank Obligations only, Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Euro Collateral Agent, its successors and assigns, and hereby grants to the contrary contained hereinEuro Collateral Agent, its successors and assigns, for the ratable benefit of the Bank Secured Parties, a Holder may pledgefirst priority security interest in all of Pledgor’s right, transfertitle and interest in, collaterally assign to and under (a) all the shares of Capital Stock owned by it listed on Schedule I hereto and any shares of Capital Stock of any Subsidiary obtained or otherwise encumber formed in the future by the Pledgor to the extent required by the Credit Agreement (a collectively, the “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “PledgeePledged Stock”); provided that the Pledged Stock shall not include, on terms and conditions set forth in this Section 17, it being further agreed to the extent that applicable law requires that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent Subsidiary of the Note A HoldersPledgor to issue directors’ qualifying shares, such qualifying shares; provided, further, (b) all EXECUTION other property that no Pledgee may take title be delivered to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice held by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination Euro Collateral Agent pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request thereforhereof; (ivc) that subject to Section 5, all payments of dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the Servicer shall give conversion of the securities referred to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right in clause (but not the obligationa) to effect hereunder, as if such cure were made by such pledging Holderabove; (vd) that subject to Section 5, all rights and privileges of the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Pledgor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee in clauses (which notice need not be joined in or confirmed by the pledging Holdera), (b) and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive (c) above; and (e) all proceeds of any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account all of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by foregoing (all the Servicer or any non-pledging Holderforegoing, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such eventcollectively, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure“Equity Interests Collateral”), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated.

Pledge. Notwithstanding anything Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of Pledgee and the Lenders, a first lien on and first priority perfected security interest in (a) all of the capital stock of Production now or at any time hereafter owned by Pledgor and all options, warrants and other rights to purchase shares of capital stock of Production held by Pledgor together with the shares of capital stock of Production underlying such options, warrants and other rights (collectively, the "Pledged Shares"), (b) all other property hereafter delivered to Pledgor in substitution for or in addition to the contrary contained hereinPledged Shares, a Holder may pledge(c) any other property of Pledgor described in Section 4 below now or hereafter delivered to, transferor in the possession or custody of, collaterally assign or otherwise encumber Pledgee and (a “Pledge”d) its Note or any interest therein to and all proceeds of any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is of the foregoing, as collateral security for (i) a Qualified Institutional Lenderthe prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined in the Loan Agreement) and (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better due and punctual payment and performance by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect Pledgor of its obligations under and liabilities under, arising out of or in connection with this Agreement (all of which default the Servicer has actual knowledge and which notice foregoing being hereinafter referred to collectively as the "Liabilities"). Within thirty (30) days of the First Closing Date, all certificates or instruments representing or evidencing the Pledged Shares shall be given simultaneously delivered to and held by or on behalf of Pledgee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated instruments of transfer or assignment in blank, all in form and substance satisfactory to Pledgee, which instruments or assignments shall have been delivered to Pledgee at First Closing Date. Pledgee shall maintain possession, control and custody of the certificates representing the Pledged Shares in accordance with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination provisions of this Agreement or and shall return the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), Pledged Shares in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated14.

Pledge. Notwithstanding anything Pledgor hereby pledges, assigns, hypothecates, delivers, sets over and grants to the contrary contained herein, Pledgee a Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder lien on and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s first priority security interest in its Note and is structured as a repurchase arrangementto all right, shall constitute a “Pledge” hereunder; provided title and interest of Pledgor in the Pledged Interest, any certificates, instruments or documents representing the same, all applicable terms options and conditions of this Section 17 are complied with; providedother rights, furthercontractual or otherwise, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of thereof (including, without limitation, any registration rights) and all dividends, distributions, liquidation proceeds, cash, instruments and other property to which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder Pledgor is in default, beyond any applicable cure periods entitled with respect to the pledging Holder’s obligations Pledged Interest, whether or not received by or otherwise distributed to Pledgor, whether such Pledgee pursuant to the applicable credit agreement dividends, distributions, liquidation proceeds, cash, instruments and other property are paid or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed distributed by the pledging Holder)issuer of any Pledged Interest (each, an “Issuer”) in respect of operating profits, sales, exchanges, refinancing, condemnations or insured losses of the assets of such Issuer, the liquidation of such Issuer’s assets and affairs, management fees, guaranteed payments, repayment of loans, reimbursement of expenses or otherwise (collectively, the “Distributions”) in respect of or in exchange for any or all of the Pledged Interest, and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s Pledgor's rights, remedies and obligations benefits under this Agreementthe organizational documents of any Issuer, all rights and powers of Pledgor arising under the organizational documents of any Issuer or under law, including, without limitation, all rights of Pledgor to vote on any matter specified therein or under law; all rights of Pledgor to cause an assignee to be substituted as a member or partner, as the case may be, in any Issuer in the place and stead of Pledgor; all rights, remedies, powers, privileges, security interests, liens, and claims of Pledgor for damages arising out of or for breach of or default under the organizational documents of any such Pledgee Issuer; all present and future claims, if any, of Pledgor against any Issuer under or Qualified Institutional Lender shall assume in writing the obligations arising out of the pledging Holder hereunder accruing from organizational documents of such Issuer for monies loaned or advanced, for services rendered or otherwise; all rights of Pledgor to access to the books and after records of any Issuer and to other information concerning or affecting such Transfer (i.e.Issuer; all rights of Pledgor to terminate the organizational documents of any Issuer, realization upon to perform thereunder, to compel performance and otherwise to exercise all remedies thereunder; and all rights of Pledgor to acquire the collateral rights or interests of any other shareholder, member or partner in any Issuer and all increases and profits of any of the foregoing and all proceeds thereof. The security interests, rights, remedies and benefits of Pledgee granted by such Pledgeethis Section 1(a) and agree all proceeds thereof are hereinafter collectively referred to as the “Pledged Collateral.” The Pledgor hereby pledges, assigns and grants a security interest in the Pledged Collateral and delivers the same to the Escrow Agent hereunder for and on behalf of Pledgee. As of the date hereof, all of the stock certificates and other document representing the Pledged Collateral shall be duly endorsed in blank by the appropriate party or parties and delivered to the Escrow Agent to be bound held by Xxxxxxx X. Xxxxxxx, Esq., of Shaiman, Drucker, Beckman, Xxxxx & Xxxxxxx, LLP in pledge, according to the terms and provisions of this AgreementAgreement as collateral security for the prompt payment of the Obligations. The rights of Pledgor agrees to execute the Stock Power, in the form attached hereto as Exhibit A, and such financing statements, agreements and other instruments and to perform such acts to create a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicervalid, as applicable) in writing that its perfected, first position security interest in the pledged Note has terminatedPledged Collateral. All reasonable costs of filing and recording of the financing statements shall be paid by Pledgor.

Pledge. Notwithstanding anything As security for the payment and performance, as the ------- case may be, in full of the Obligations, each Pledgor hereby transfers, grants, hypothecates and pledges, unto the Collateral Agent, its successors and assigns, and hereby grants to the contrary contained hereinCollateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Holder may pledgesecurity interest in, transferall of the Pledgor's right, collaterally assign or otherwise encumber title and interest in, to and under (a “Pledge”a) its Note the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of the Borrower or any interest therein to any entity Subsidiary of Holdings obtained in the future by the Pledgor and the certificates representing all such shares (other than any Borrower Party) which has extended a credit facility to such Holder and the "Pledged ------- Stock"); provided that is the Pledged Stock shall not include (i) more than 65% of ----- the issued and outstanding shares of stock of any Foreign Subsidiary or (ii) to the extent that applicable law requires that a Qualified Institutional LenderSubsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b)(i) the debt securities listed opposite the name of the Pledgor on Schedule II hereto, (ii) a financial institution whose long-term unsecured any debt is rated at least “A” (securities in the future held by or issued to the equivalent) or better by each Rating Agency or Pledgor and (iii) a Qualified Conduit Lender the promissory notes and any other instruments evidencing such debt securities (each such entity, a “Pledgee”the "Pledged Debt Securities"), on terms ; (c) all other ----------------------- property that may be delivered to and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice held by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination Collateral Agent pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request thereforhereof; (ivd) that subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the Servicer shall give conversion of the securities referred to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder in clauses (a) and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligationb) to effect hereunder, as if such cure were made by such pledging Holderabove; (ve) that subject to Section 5, all rights and privileges of the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Pledgor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock ----------- certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly ------------------ executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder Pledgor and such Pledgee (which notice need not be joined in other instruments or confirmed by documents as the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered accompanied by a Pledgee. A Pledgee schedule describing the securities then being pledged hereunder, which schedule shall be permitted attached hereto as a supplement to exercise fully its rights Schedule II and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreementmade a part hereof. In such event, the Servicer Each schedule so delivered shall recognize such Pledgee (and supplement any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedprior schedules so delivered.

Pledge. Notwithstanding anything Xx security for Pledgor's promissory note ("Note") to BELL of even date herewith, xxxch Note evidences the contrary contained hereinindebtedness of the Pledgor to BELL, a Holder may pledgePledgor hereby pledges, transferxxrtgages, collaterally assign hypothecates, assigns, transfers, delivers, sets over and confirms unto BELL, its success and assignx, xhe following property, to wit: Any and all options to purchase shares or otherwise encumber (a “Pledge”) its Note equity investment in BELL or any interest therein of its affixxxxes, however received or whenever granted, either registered to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is (i) a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice exercisable by the pledging Holder to each non-pledging Holder Pledgor, together with all proceeds thereof, additions thereto and the Servicer that a Pledge has been effected (substitutions therefor, including the name and address of the applicable Pledgee)without limitation any other securities, the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereundercash, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods other properties distributed with respect to the pledging Holder’s obligations foregoing options to such Pledgee pursuant purchase stock or equity investment other securities subject to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, whether as a result of merger, consolidation, dissolution, reorganization, recapitalization, interest payment, stock split, stock dividend, reclassification or redemption or any other change declared or made in the capital structure of BELL, or otherwise, ax xollateral security for the payment in full when due of any and all obligations and indebtedness of Pledgor to BELL, whether direct, indixxxx or contingent, whether now existing or hereafter incurred and whether or not otherwise secured (hereinafter collectively referred to as the "Obligations"), including without limitation, all obligations and indebtedness of Pledgor under the Note and any such Pledgee extensions, amendments and renewals thereto. In the event of a conflict or Qualified Institutional Lender shall assume in writing inconsistency between the obligations terms hereof and the terms of the pledging Holder hereunder accruing from and after such Transfer (i.e.Note, realization upon the collateral by such Pledgee) and agree to be bound by the terms of the Note shall control. Pledgor warrants and provisions represents that Pledgor has the right to pledge, mortgage, hypothecate, assign, transfer, deliver, set over and confirm unto BELL all of this Agreementthe foregoing opxxxxs to purchase shares or equity investment free of any encumbrance subject only to the terms of any plan or plans by or pursuant to which such options or investment were issued or awarded. The rights Pledgor hereby agrees promptly to pledge and deposit hereunder with BELL any stock, securities, xx other property with respect to any of a Pledgee under the options or securities represented thereby, whether taken in substitution for or in addition to the above described property. Such stock, other securities and property shall stand pledged and assigned for the Obligations in the same manner as the property described in the first paragraph hereof. All of the property described in this Section 17 shall remain effective as to each non-pledging Holder (1 and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedfirst and second paragraphs hereof is hereinafter called the "Pledged Property."

Pledge. Notwithstanding anything The Pledgor hereby pledges, hypothecates, assigns, ------ transfers, sets over and delivers unto the Pledgee for the benefit of the Lenders and the Swingline Lender, and grants to the contrary contained hereinPledgee for the benefit of the Lenders and the Swingline Lender a security interest in, a Holder all of the Pledgor's right, title and interest in, to and under the following (collectively, the "Pledged Collateral"): (a) all of the capital stock, shares (as defined in Md. Corps & Ass'ns Code Xxx. (S)8-101(c)), beneficial interest in real estate investment trusts or other trusts, equity interests and other securities (collectively, "Securities") of each Issuer as set forth in Schedule 1 attached hereto (collectively, the "Pledged Shares"); (b) such additional Securities of such Issuers as may pledge, transfer, collaterally assign from time to time be issued to the Pledgor or otherwise encumber acquired by the Pledgor and which are delivered to the Pledgee by or on behalf of the Pledgor; (a “Pledge”c) its the Guarantor Note or and any interest therein to other promissory note executed by any entity Consolidated Subsidiary of Guarantor in favor of the Pledgor (other than any Borrower Party) which has extended a credit facility to such Holder and that is together with the Guarantor Note, collectively the "Intercompany Notes"), together with (i) a Qualified Institutional Lenderall books and accounts, papers and documents in any way evidencing or relating to any Intercompany Note, (ii) a financial institution whose long-term unsecured debt is rated at least “the Pledgor's right (A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give all consents, waivers and releases under any Intercompany Note, (B) to take all action upon the Pledgee written notice happening of any breach or default by giving rise to any right (including rights to payment of money, rights of indemnification and setoff, and rights to defer payment of amounts or to compel specific performance) in the pledging Holder in respect of its obligations Pledgor's favor under this Agreement of any Intercompany Note, and (C) to do any and all other things whatsoever which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice Pledgor is or may become entitled to the pledging Holderdo under any Intercompany Note; (iid) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver cash or termination of this Agreement additional Securities or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed other property at any time and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement receivable or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from otherwise distributable in respect of, in exchange for, or in substitution of, any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance property referred to in clauses (a)(b)through (c) above; and (e) any and all of the proceeds of any of the foregoing, together with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (all other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies titles, interests, powers, privileges and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree preferences pertaining to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedsaid property.

Pledge. Notwithstanding anything Pledgor hereby pledges, assigns, hypothecates and ------ grants to Pledgee a first lien on and security interest in (a) all of the contrary contained hereincapital stock of each Domestic Subsidiary, a Holder may pledgewhether certificated or uncertificated, transfernow owned or hereafter acquired by Pledgor (the "Domestic Pledged Shares"), collaterally assign (b) sixty-five percent (65%) of all of the capital stock or otherwise encumber similar equity interest of each Foreign Subsidiary, whether certificated or uncertificated, now owned or hereafter acquired by Pledgor (a “Pledge”the "Foreign Pledged Shares"; the Domestic Pledged Shares and the Foreign Pledged Shares are referred to herein collectively as, the "Pledged Shares"), (c) its Note all other property hereafter delivered to Pledgor in connection with the Pledged Shares, (d) any other property of Pledgor, as described in Section 4 below, hereafter delivered --------- to, or in the possession or custody of, Pledgee, and (e) any interest therein and all proceeds thereof (all such property being hereinafter referred to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is collectively as the "Collateral"), as collateral security for (i) a Qualified Institutional Lenderthe prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Secured Obligations and (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better due and punctual payment and performance by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect Pledgor of its obligations under this Agreement and liabilities under, arising out of, or in connection with any of which default the Servicer has actual knowledge Transaction Documents, including, without limitation, any taxes and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination expenses payable pursuant to the terms Section 19 hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that payment of the pledging Holder is in default, beyond Triggering Event Redemption Price or ---------- any applicable cure periods other amounts with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder Series C Preferred Stock and the Servicer from any liability to the pledging Holder on account Certificate of Amendment (all of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, foregoing being hereinafter referred to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders collectively as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated"Liabilities").

Pledge. Notwithstanding anything As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby pledges and grants to the contrary contained hereinCollateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Holder may pledgesecurity interest in all of such Pledgor's right, transfertitle and interest in, collaterally assign or otherwise encumber to and under (a “Pledge”a) its Note the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of the Borrower or any interest therein to any entity Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares (other than any Borrower Party) which has extended a credit facility to such Holder and the "Pledged Stock"); provided that is the Pledged Stock shall not include (i) more than 65% of the issued and outstanding shares of stock of any Foreign Subsidiary or (ii) to the extent that applicable law requires that a Qualified Institutional LenderSubsidiary of such Pledgor issue directors' qualifying shares, such qualifying shares; (b)(i) the debt securities listed opposite the name of such Pledgor on Schedule II hereto, (ii) a financial institution whose long-term unsecured any debt is rated at least “A” (or securities in the equivalent) or better by each Rating Agency or future issued to such Pledgor and (iii) a Qualified Conduit Lender the promissory notes and any other instruments evidencing such debt securities (each such entity, a “Pledgee”the "Pledged Debt Securities"), on terms ; (c) all other property that may be delivered to and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice held by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination Collateral Agent pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request thereforhereof; (ivd) that subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the Servicer shall give conversion of the securities referred to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder in clauses (a) and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligationb) to effect hereunder, as if such cure were made by such pledging Holderabove; (ve) that subject to Section 5, all rights and privileges of the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods Pledgor with respect to the pledging Holder’s obligations securities and other property referred to such Pledgee pursuant in clauses (a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any Pledged Stock, Pledged Debt Securities or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder Pledgor and such Pledgee (which notice need not be joined in other instruments or confirmed by documents as the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered accompanied by a Pledgee. A Pledgee schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be permitted to exercise fully attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor successors and assigns, which are Qualified Institutional Lenders as for the successor ratable benefit of the Secured Parties, forever; subject, however, to the pledging Holder’s rightsterms, remedies covenants and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedconditions hereinafter set forth.

Pledge. Notwithstanding anything As security for the payment or performance, as the case may be, in full of the Noteholder Obligations, each Pledgor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to Pledgee, its successors and assigns, for the contrary contained hereinbenefit of itself and the other Noteholder Secured Parties, and hereby grants to Pledgee, its successors and assigns, for the benefit of itself and the other Noteholder Secured Parties, a Holder may pledgesecurity interest in all of such Pledgor’s right, transfertitle and interest in, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and that is under (i) any shares of capital stock, partnership interests, membership interests in a Qualified Institutional Lenderlimited liability company, beneficial interests in a trust or other equity ownership interests in a Person (iicollectively, the “Equity Interests”) a financial institution whose long-term unsecured debt is rated at least owned by such Pledgor which are initially listed on Schedule II hereto and any Equity Interests obtained in the future by such Pledgor and the certificates representing all such Equity Interests (the “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “PledgeePledged Equity Interests”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, furtherthat the Pledged Equity Interests of each Foreign Subsidiary of a Pledgor shall be limited, that a in the aggregate, to the pledge of 65% of the voting Equity Interests of such Foreign Subsidiary, notwithstanding the delivery by any Pledgor to Pledgee of a Note B that is not a Qualified Institutional Lender may not take title stock or other certificate representing in excess of such percentage ownership, and in no event shall Equity Interests include joint venture interests (to the related Note after extent prohibited by the Lead Note A Securitization Date without the prior written consent organization documents of the Note A Holders; provided, further, that no Pledgee may take title to a Note without satisfying relevant joint venture) or the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address stock of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging HolderUnrestricted Subsidiaries; (ii) (A) the debt securities owned by it which are listed opposite the name of such Pledgor on Schedule II hereto, (B) any other debt securities issued to allow such Pledgee a period of ten Pledgor; and (10C) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but promissory notes and any other instruments evidencing such Pledgee shall not be obligated to cure any such defaultdebt securities; (iii) all other property that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right may be delivered to consent to such amendment, modification, waiver or termination and held by Pledgee pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request thereforhereof; (iv) that subject to Section 7 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the Servicer shall give conversion of the securities referred to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder in clauses (i) and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligationii) to effect hereunder, as if such cure were made by such pledging Holderabove; (v) that the Servicer shall deliver subject to Pledgee Section 7 hereof, all rights and privileges of such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory Pledgor with respect to the Servicersecurities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) thatall proceeds (as such term is defined in the UCC) of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”). Without limiting the foregoing, upon written notice (a “Redirection Notice”) Pledgee is hereby authorized to file one or more financing statements, continuation statements or other filings or documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by each non-pledging Holder and Pledgor hereunder, without the Servicer by such Pledgee that the pledging Holder is in default, beyond signature of any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder)Pledgors, and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive naming any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement Pledgor or the Servicing Agreement. Any pledging Holder hereby unconditionally Pledgors as debtors and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, Pledgee as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminatedsecured party.

Pledge. Notwithstanding anything As security for the payment and performance in full of the Secured Obligations, each Grantor hereby transfers, grants, bargains, sells, conveys, pledges, sets over, endorses over, and, subject to the contrary contained hereinIntercreditor Agreement, delivers unto the Trustee, and grants to the Trustee, for its own benefit and for the benefit of the Holders, a Holder may pledgesecurity interest in all of such Grantor's right, transfertitle and interest in and to, collaterally assign and hypothecates to the Trustee (the "Hypothec") all of its interest in, (a) the shares of capital stock owned by such Grantor, which shares are listed in Part A of Schedule I annexed hereto next to such Grantor's name (the "Initial Pledged Stock") and any additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise encumber (a “Pledge”) its Note acquire, capital stock of the issuers listed in Part A of Schedule I annexed hereto, or any interest therein corporation successor thereto pursuant to an amalgamation or other reorganization, obtained in the future by any entity of the Grantors (other than collectively, the Initial Pledged Stock together with all such additional shares and securities pledged in the future, the "Pledged Stock"), (b) all instruments of indebtedness naming (whether now existing or hereinafter arising) any Borrower Party) Grantor as payee thereunder, which has extended a credit facility indebtedness shall be listed in Part B of Schedule I annexed hereto next to such Holder Grantor's name (the "Pledged Debt") and that is (ic) a Qualified Institutional Lendersubject to Section 5 below, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent proceeds of the Note A Holders; providedPledged Stock and Pledged Debt, furtherincluding, that no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 limitation, all cash, dividends, securities or other property at any time and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such cure were made by such pledging Holder; (v) that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (which notice need not be joined in or confirmed by the pledging Holder), and until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time receivable or otherwise distributed in respect of or in exchange for pursuant to this Agreement a purchase, redemption, conversion or cancellation or other transformation any of or all such Pledged Stock or Pledged Debt, all renewals thereof, and all accessions and substitutions thereto (the Servicing Agreementitems referred to in clauses (a) through (c) being collectively called the "Collateral"). Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder Upon delivery to the Trustee, all securities now or notes now or hereafter included in the Collateral including, without limitation, the Pledged Stock and the Servicer from any liability Pledged Debt (the "Pledged Securities") shall be accompanied by undated stock or note powers, as the case may be, duly executed in blank or other instruments of transfer satisfactory to the pledging Holder on account Trustee and by such other instruments and documents as the Trustee may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule showing a description of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holdersecurities theretofore and then being pledged hereunder, as applicable, to have been delivered by a Pledgee. A Pledgee which schedule shall be permitted attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. To the extent that the Civil Code of Quebec should be found to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), in accordance with applicable law and this Agreement. In such eventapply, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations amount of the pledging Holder hereunder accruing Hypothec granted hereby shall be Cdn $75,000,000 with interest thereon, from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by date hereof at the terms and provisions rate of this Agreement. The rights of a Pledgee under this Section 17 shall remain effective as to each non-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the pledged Note has terminated25% per annum.